Step 1

Melt the butter in a large pot. Stir in the flour until smooth. Slowly start whisking in the milk until it is all incorporated and the mixture is smooth. Season with salt and pepper. Stir in 2 cups of the shredded cheese until melted.

Step 2

Add the noodles and stir to coat. Pour into a casserole dish. Top with the remaining cheddar cheese.

Step 3

Cover and bake casserole in a preheated 350-degree F oven for about 20 minutes. Uncover and bake about 10 minutes more.