8 oz. uncooked elbow macaroni or medium shell
1/2 stick butter
1/4 c. all-purpose flour
2 c. milk
6 oz. Velveeta cheese
salt and pepper to taste

Preheat oven to 350°F. Cook macaroni according to the package. Drain well. In a saucepan, melt butter. Whisk in the flour to make a paste. Stir in milk. Bring to a simmer over medium heat, whisking until thickened (about 1 minute). Add the cheese, salt and pepper and whisk until smooth. Add macaroni to the cheese sauce. Scrape into a 2-quart baking dish.

Bake 20 to 25 minutes (uncovered). Add a little shredded Cheddar cheese on top the last 5 minutes of baking.