Step 1

Preheat oven to 350 degrees.

Step 2

Bring a pot of water to a boil; add a generous sprinkling of salt the pasta.

Step 3

While the pasta cooks, melt the butter in a skillet or pot large enough to hold the pasta when it's done.

Step 4

Add the flour and stir over medium heat until the mixture is lightly browned; 1-2 minutes.

Step 5

Add the milk and whisk to remove any lumps and add the salt and pepper.

Step 6

Cook over medium-high heat until the sauce thickens and starts to bubble. About 6 minutes.

Step 7

Stir in the cheese and whisk until smooth and melted. Turn off the heat.

Step 8

When the pasta is almost done but still firm, drain it and add to the sauce.

Step 9

Stir the pasta into the sauce and bake in a greased 2 quart dish (or an 8x8 pan works pretty well) 20-25 minutes until browned and bubbly. You can also skip baking it if you want it super creamy and just put it under the broiler to brown the top (keep an eye on it) and then serve.