Heat oven to 375 degrees.

Prepare according to package directions:

1 1/2 c. elbow macaroni

Pour into colander to drain.

Over medium heat, melt 1/4 cup butter. Stir in:

1/4 c. all-purpose flour
1/4 tsp. pepper

Cook over low heat, stirring all the time, until mixture is smooth and bubbly. Remove from heat. Stir in 1 3/4 cups milk. Heat to boiling, stirring all the time. Boil 1 minute. Remove from heat.

Cut into small cubes:

8 oz. sharp Cheddar or Swiss cheese

Stir into mixture until melted. Stir cheese sauce into macaroni and place in casserole. Bake uncovered for 30 minutes.