#1 Bring a large pot of lightly salted water to a boil. Add in macaroni, stirring occasionally for 8 minutes #2 At the same time, melt butter in a pan over medium heat. Add in your flour, salt, and pepper. Stir until smooth, about 5 minutes #3 Pour in the milk slowly, while stirring. Continue to cook and stir for about 5 mins, until mixture is smooth and bubbling. Make sure the milk doesn’t burn #4 Add Cheddar cheese and stir until melted, 2 to 4 minutes #5 Drain the cooked macaroni and add in the cheese sauce until pasta is coated.