1 lb. cavatappi pasta or elbow twists, cooked and drained
1 lb. lean ground beef
1 can (14.5 oz.) diced tomatoes
1 can (6 oz.) tomato paste
1 env. Sloppy Joe Seasoning Mix (1.31 oz.)
1 T. Worcesterchire sauce
3 c. half-and-half
1/4 c. butter
1 small onion, minced (about 1/2 c.)
1/4 c. flour
1 t. mustard powder
1 t. salt
1/4 t. pepper
2 pkgs. (8 oz. each) finely shredded sharp Cheddar cheese, about 4 c. divided

Preheat oven to 375* F. Spray an 8-cup baking dish with nonstick cooking spray; place on baking sheet; set aside.

Cook beef in nonstick skillet until browned; drain and return to skillet. Stir in tomatoes (do NOT drain), tomato paste and seasoning; bring to boil; reduce heat and simmer 10 minutes, stirring occasionally.

Combine Worcestershire sauce and half-and-half; set aside.

In large pot, melt butter; add onion and cook until tender - 2 to 3 minutes. Whisk in flour, dry mustard, salt and pepper; cook 1 minute, whisking. Gradually whisk in half-and-half mixture until combine. Bring to boil; cook, stirring occasionally, until slightly thickened, about 1 minute. Remove from heat; stir in 3 c. shredded cheese until melted and smooth. Stir in pasta.

Spread half of pasta mixture evenly in baking dish; top with beef mixture. Top with remaining pasta mixture. Spray a piece of aluminum foil and cover dish. Bake on baking sheet 30 minutes. Remove foil; sprinkle with remaining shredded cheese and bake 10 minutes longer or until cheese is melted and mixture is hot and bubbling.