2 tbsp. butter
2 tbsp. flour
1/2 tsp. salt
dash of pepper
1/2 c. milk
1 1/2 c. (6 oz.) Cheddar cheese, shredded
1/2 c. Velveeta cheese
1 (8 oz.) sour cream
2 c. cooked macaroni (1 c. uncooked will yield 2 c. cooked)

In medium saucepan, melt butter. Add onions and sear for 2 minutes. Add flour, salt and pepper. Gradually stir in milk and cheese. Cook and stir over medium heat until smooth and thickened. Add sour cream. Pour mixture over cooked macaroni. Pour in baking dish and cook (uncovered) for 30 minutes or until bubbly.

Makes 4 to 6 servings.