Directions:

Cook noodles until al dente, drain, place in a large bowl and set aside. Preheat oven to 350 degrees F.

Melt the butter in a heavy-bottomed pot or saucepan over medium heat and whisk in the flour, a little at a time, until well blended. Continue stirring, letting it cook for a minute or two. Slowly add the milk and keep whisking for another 2-3 minutes. Add the cheese and stir with whisk or spoon until it melts and is blended into the mixture. Adjust the heat to low. Add the herbs and cook while stirring for 3 or 4 minutes.

Add about half of it to the pasta, when the sauce is done, and mix well. Add the 2 chopped tomatoes, a half cup of the chopped basil and the other half of the cheese sauce and mix again.

Place the mac and cheese in lightly greased baking dishes. Top evenly with the sliced tomatoes, the remaining cup of chopped basil and then breadcrumbs. Bake for 20 to 25 minutes or until it is hot and bubbly.