Instructions:
Preheat oven to 350° F. Lightly butter a 2-quart shallow baking dish.

In a large pot, bring 3 quarts of water to a boil.  Add 2 ½ teaspoons salt and macaroni.  Cook according to package directions, stirring occasionally.  Pasta is done when it is slightly chewy to the bite or al dente.  Drain pasta in a colander and set aside.

Prepare sauce while pasta is cooking.  In a medium saucepan, over medium heat, melt butter.  Whisk in flour and cook 3 minutes, whisking constantly.  Gradually add milk and bring just to a boil, whisking constantly.   Reduce heat and simmer, whisking often, until sauce slightly thickens, 4-5 minutes.  Add salt, pepper and 2 cups of cheese. Stir until cheese is melted.  Remove pan from heat and fold in pasta. Pour into prepared baking dish then sprinkle top with remaining cheese.

Bake 15-20 minutes or until cheese is bubbly and top begins to brown. Let sit 5 minutes before serving.
Serves 4-6

Prep Time: 20 minutes
Baking Time: 15-20 minutes