1. Melt 1 tablespoon butter in a small saucepan over low heat. Add breadcrumbs, and toss well. Set aside.

2. Cook pasta according to package directions; drain well. Set aside, and keep warm.

3. Melt remaining 2 tablespoons butter in a heavy saucepan over low heat; add flour, stirring until smooth. Cook 1 minute, stirring constantly. Gradually add milk; cook over medium heat, stirring constantly, until mixture is thickened and bubbly. Stir in salt and pepper. Add ham and cheeses, stirring until cheeses melt.

4. Add cooked pasta to cheese mixture; stir well. Pour into a buttered 2-quart baking dish. Cover and bake at 375 degrees for 25 minutes or until bubbly. Uncover and sprinkle with breadcrumb mixture. Bake 7 additional minutes or until golden.

This pasta dish is flavor-packed with cheese-mozzarella, provolone, fontina, and Parmesan.

Simply Irresistible, The junior Auxiliary of Conway, Arkansas