COMBINE 2 cups each water and macaroni, in an ovenproof skillet.
BRING to a boil and cook, stirring occasionally, until most of the liquid is absorbed (about 10-15 minutes); add Cheez Whiz Spread (a few spoonfuls per person) and return to low heat for a few minutes.
REMOVE from heat and top with a few handfuls each of bread crumbs and Kraft Double Cheddar Shreds. Broil in pre-heated oven until cheese is melted.