1. 1. Preheat oven to 400 degrees F. 2. 2. Make sure to grease the dish well. 3. 3. Place the potatoes in the prepared dish. 4. 4. Season with salt and pepper 5. 5. In a pan melt the butter over medium heat and then add in the flour and salt and stir constantly with a whisk for about2 minutes. 6. 6. Stir in milk. 7. 7. Cook until mixture is thickened and then stir in the cheese and continuing until cheese has melted. 8. 8. Pour the sauce over the potatoes. 9. 9. Place the breadcrumbs on top of the potatoes then cover with foil and place in the oven for about 1 1/2 hours. 10. 10. And say the last 1/2 hour you can remove the foil so that the breadcrumbs brown.