Preheat oven to 350°. Cook macaroni according to package directions for al dente.
Meanwhile, in a large saucepan, heat butter over medium heat. Stir in flour, salt and pepper until smooth; gradually whisk in milk. Bring to a boil, stirring constantly; cook and stir 2-3 minutes or until thickened.
Reduce heat. Stir in 3 cups cheese and Worcestershire sauce until cheese is melted.
Drain macaroni; stir into sauce. Transfer to a greased 11x7-in. baking dish. Bake, uncovered, 20 minutes. Top with remaining cheese; sprinkle with paprika. Bake 5-10 minutes longer or until bubbly and cheese is melted. Yield: 8 servings.
Prep: 20 min. Bake: 25 min.
Nutrition Facts: 1 cup equals 447 calories, 28 g fat (20 g saturated fat), 97 mg cholesterol, 701 mg sodium, 28 g carbohydrate, 1 g fiber, 22 g protein.
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