1 (7 oz.) box macaroni
2 tbsp. butter
2 tbsp. of flour
1 tsp. salt and pepper
2 1/2 c. of milk
2 c. of 8 oz. of shredded sharp cheddar cheese

Preheat oven to 375 degrees in medium saucepan. Melt butter stir in flour, salt and pepper. Gradually stir in milk. Cook and stir until mixture thickens slightly. Remove from heat. Add 1 1/2 cups cheese. Stir until melted or you can cut cheese into chunks pour drain macaroni into greased 1 1/2 quart shallow baking dish. Top with remaining shredded cheese. Bake 20 to 25 minutes or until bubbly.