Boil water in a large pot.
Add elbow macaroni and cook according to package instructions.
Drain the macaroni and set aside.
In the same pot, melt butter over medium heat.
Add cubed Velveeta cheese and stir until melted.
Pour in the milk and mix until smooth.
Season with salt and pepper.
Add the cooked macaroni to the cheese sauce.
Stir until all pasta is evenly coated.
If desired, transfer to a baking dish, sprinkle with breadcrumbs, and bake at 350°F for 10-15 minutes until golden.