Cook elbows according to package directions, drain.
In glass casserole dish cover bottom with some elbow macaroni and pour enough tomatoes to give your macaroni a light coat. Drop Cheez Whiz by the spoonful in 4 or 5 spots. Keep going with this layering until your done. On the top finish off with the bread crumbs and pour the melted butter on top of that. Pour milk down through the casserole.
Bake at 325°F for 40 minutes or until bubbly and brown.