4 tbsp. butter
4 tbsp. flour
1 tsp. salt
1/4 tsp. pepper
2 c. milk
3/4 box Velveeta cheese, grated
1/2 to 2/3 c. mild Cheddar cheese, grated
1/2 tsp. Worcestershire sauce
Large macaroni noodles

Melt butter over low heat. Add flour, salt and pepper. Stir until well blended. Remove from heat. Gradually stir in milk and return to heat. Cook, stirring constantly until thick and smooth. Slowly add grated cheeses to the sauce. Add Worcestershire sauce after cheese is melted. If you wish, you can add some grated Cheddar to the top and place under the broiler for a baked cheese crust.