2 c. uncooked macaroni
3/4 c. onion, diced
3/4 c. carrots, diced
3/4 c. celery, diced
1/2 c. butter
6 tbsp. flour
2 tsp. salt
1/4 tsp. pepper
2 1/2 c. milk
8 oz. Cheddar cheese, shredded
1 (1 lb.) pkg. franks, sliced 1/4 inch thick

Cook macaroni, drain. While macaroni cooks, saute onion, carrot, celery in butter until soft (use a large pan.) Stir in flour, salt, pepper; cook, stirring constantly, just until bubbly. Stir in milk; continue cooking and stirring until sauce thickens and bubbles; add cheese, stir until melted. Combine macaroni, franks and cheese sauce in a large bowl; mix well. Turn into a 10-cup buttered baking dish. Bake at 350 degrees for 30 to 35 minutes until sauce is bubbly-hot.