Step 1

Preheat the oven to 350 F (176 C) and lightly grease an 8x11 casserole dish.

Step 2

Bring a large pot of salted water to a boil. Cook the pasta to al dente (according to the package instructions). Once the pasta is finished cooking, drain it through a colander.

Step 3

Heat a large nonstick skillet over medium heat. Once hot, add the butter and swirl to coat the bottom of the pan. When the butter has melted, sprinkle the flour over the butter, and whisk to create a roux.

Step 4

Slowly pour the milk into the roux while whisking constantly. Continue whisking until smooth.

Step 5

Whisk in the onion powder, garlic powder, and black pepper. Bring to a simmer. Simmer the sauce until thickened while whisking constantly (about 3 minutes).

Step 6

Add in the Velveeta cubes, and stir until the cubes have melted.

Step 7

Remove the sauce from the heat. Taste the sauce and add salt if you like.

Step 8

Add in the cooked pasta, and gently stir until the noodles are evenly coated. Pour into the prepared casserole dish.

Step 9

Top with the shredded cheese. Place the casserole into the preheated oven and bake until the cheese has melted (about 10 minutes) then broil until golden brown and bubbly (about 2-4 minutes - keep a close eye on it while it broils so that it doesn’t burn).