4 c. dry macaroni
1 c. butter
4 tbsp. flour
3 c. milk
2 tsp. salt
1/2 tsp. pepper
2 c. shredded Cheddar cheese

Cook macaroni according to directions on package and drain. Melt butter over low heat. Stir in flour. Add milk, stirring constantly. Add salt and pepper. Cook until thickened. Stir in cheese. Combine with macaroni. Bake at 300 degrees for about 40 minutes.