12 oz. Elbow Macaroni
5 T. Butter, divided
3 T. Flour
3 C. Milk
2 tsp. Paprika
1 tsp. Dry Mustard
3 C. shredded Sharp Cheddar Cheese
1 C. shredded Colby Cheese
½ C. freshly grated Parmesan Cheese
12.5 oz. can petite cut Diced Tomatoes, drained
1 C. crushed Potato Chips
½ C. Cornflake Crumbs

Preheat oven to 350. Coat a shallow 2 quart baking dish with cooking spray. Cook the macaroni according to package directions. Drain about 1 minute before the pasta is completely cooked and rinse under cold water. Drain again and transfer to large bowl. Meanwhile heat a medium pot over medium high heat and melt 3 T. butter. Stir in flour and cook, stirring constantly with a wooden spoon until the flour just starts to turn light tan. Whisk in the milk, paprika and mustard. Cook, whisking constantly until mixture thickens, a few minutes. Reduce heat to low and stir in cheeses and cook, stirring, until melted. Pour cheese sauce over macaroni and toss until combined. Stir in tomatoes and spread the mixture in the baking dish. Melt the remaining butter in the microwave using a small glass bowl. Combine flakes and chips in a bowl and add the butter. Toss until moistened evenly the sprinkle over the macaroni. Bake until bubbling and the top is golden, 25-30 minutes. Remove from oven and let stand 10 minutes before serving.