2 c. macaroni, cooked
1 can Spam, chopped
1 sm. onion, chopped
1/2 green pepper, chopped
1 c. celery

While macaroni is cooking, simmer the remaining ingredients in a little butter until soft. 1 c. mild Cheddar cheese 1 1/2 c. Velveeta cheese Dash pepper

Combine all above and bake for 30 minutes at 350 degrees.