Homemade Shells and Cheese

8 oz. mini pasta shells
2 cups shredded sharp Cheddar cheese
1/2 cup grated Parmesan cheese
3 cups milk
1/4 cup butter
2 1/2 Tbls. flour
2 Tbls. butter
1/2 cup bread crumbs
1 pinch paprika

Preheat oven to 350 degrees. Cook pasta according to the package directions and drain. In a saucepan, melt butter over medium heat. Stir in enough flour to thicken mixture a little, stirring constantly. Stir in cheeses, and cook over low heat until cheese is melted and the sauce is a little thick. Combine pasta and sauce in a large casserole dish and stir. Melt remaining 2 Tbls. of butter in skillet over medium heat, add breadcrumbs and brown. Spread over the shell mixture to cover. Sprinkle with a little paprika and bake for 30 minutes. Enjoy!