Combine Cream Cheese, Butter, and Milk in a medium size saucepan and place over low-med heat. Stir occasionaly until cream cheese and butter are melted. Stir with a wire whisk until mixture is smooth.
Preheat oven to 350. Cook macaroni according to package directions and drain. Combine pasta and sauce until pasta is covered. Add 2 cups of cheese and mix well. Pour into baking sheet and cover with remaining cheese. Bake for 10 minutes.
Spread a layer of breadcrumbs over top and bake an additional 5 minutes. ENJOY!!
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