Cook macaroni until firm, al dente, in salted water according to package directions. Strain.
In a 3-quart oven-proof casserole dish, layer 1/3 of the macaroni, dabs of butter, 1/3 of the grated cheese, salt and pepper. Repeat until you have 3 layers in all. Pour in the milk, until it's an inch below the macaroni. Sprinkle with bread crumbs if you feel fancy.
Place casserole uncovered in the middle of the oven and bake for about 1 hour, until it's moist, not runny, and with a golden browned top.