8 oz dry elbow macaroni, shells, or cavatappi

2 T butter

2 T all purpose flour

1 1/3 c milk (not skim)

1/3 t salt

1/3 t pepper

1 1/3 or 5.3 oz shredded cheese

preheat oven to 350

boil water with salt and cook pasta as directed

while the pasta cooks, melt butter in a skillet large enough to contain the pasta

add the floor and stir over medium heat until the mixture is lightly browned (1-2 minutes)

add the milk and whisk to remove lumps, then add salt and pepper

cook over medium -high heat until the sauce thickens and starts to bubble (6 minutes)

stir in the cheese and whisk until smooth and melted. turn off heat

when the pasta is almost done but still firm, drain and add to sauce

stir pasta into the sauce and bake in a greased 8x8 pan for 20-25 minutes until browned and bubbly