Marvelous Shells 'N' Cheese

1 package (16 oz) medium pasta shells

1 package (8 oz) process cheese (Velveeta), cubed

1/3 cup milk

2 cups (16 oz) cottage cheese

1 can (10 ¾ oz) condensed cream of onion soup, undiluted

3 cups shredded Mexican cheese blend

2/3 cup dry bread crumbs

¼ cup butter, melted

Cook pasta according to package directions.  Meanwhile, in a large saucepan, combine process cheese and milk; cook and stir over low heat until melted.  Remove from the heat.  Stir in cottage cheese and soup.

Drain pasta and add to cheese sauce; stir until coated.  Transfer to a greased 13-in. X 9-in. baking dish.  Sprinkle with Mexican cheese blend.  Toss breadcrumbs with butter; sprinkle over the top.

Bake, uncovered, at 350 degrees for 30-35 minutes or until heated through. 

Serves 6-10