Cook the macaroni according to package directions, drain, and rinse with cold water. Grease (with butter) bottom and sides of a 2-quart casserole dish. Sprinkle with bread crumbs. Put in a layer of macaroni, sprinkle with cheese, dot with butter, salt, and pepper. Repeat until all ingredients are used up, ending with layer of cheese. Add milk. Sprinkle a good layer of bread crumbs over the top; dot with butter.
Bake at 350 degrees F for 35 to 40 minutes.