Sloppy Joe Mac and Cheese

Directions

1. Cook macaroni according to package directions. Meanwhile, in a large skillet, cook beef over medium heat until no longer pink; drain. Add the tomatoes, tomato paste and sloppy joe mix. Bring to a boil. Reduce heat; cover and simmer for 10 minutes, stirring occasionally.
2. Drain macaroni; set aside. In a large saucepan, saute onion in butter until tender. Stir in the flour, salt, mustard and pepper until smooth. Gradually add cream and Worcestershire sauce. Bring to a boil; cook and stir for 1-2 minutes or until thickened. Remove from the heat. Stir in 3 cups cheese until melted. Add macaroni; mix well.
3. Spread two-thirds of the macaroni mixture in a greased 13x9-in. baking dish. Spread beef mixture to within 2 in. of edges. Spoon remaining macaroni mixture around edges. Cover and bake at 375° for 30 minutes. Sprinkle with remaining cheese. Bake, uncovered, 5-6 minutes longer or until cheese is melted.