Preparation

1. Preheat oven to 375°F and grease a 3-quart casserole dish.
2. Bring a large pot of salted water to a boil and add macaroni. Cook 2-3 minutes less than package instructions; drain and return to pot.
3. In a medium saucepan over medium heat, melt the butter. Whisk in flour and cook 2-3 minutes, until starting to turn golden.
4. Slowly add the milk, whisking continuously until sauce thickens. Stir in cayenne, salt, and pepper.
5. Remove from heat and stir in 2 cups of the cheese until smooth.
6. Meanwhile, add canned tomatoes to pot of noodles and cook over medium heat until some of the liquid has evaporated, about 5 minutes, stirring occasionally.
7. Add cheese sauce to noodles, stir to combine.
8. Pour mixture into greased casserole dish and top with remaining grated cheese and breadcrumbs.
9. Bake uncovered until top is browned and bubbly, about 30 minutes. Let cool 5 minutes before serving.