Step 1

Melt butter in a medium pot or large saucepan over medium heat. Add flour and cook for 1 minute.

Step 2

Add about 3/4 cup of milk and mix into butter mixture - it will become a slurry pretty quickly.

Step 3

Add remaining milk and mix so the slurry mixes in. Then add water and Seasonings.

Step 4

Add macaroni and mix. Stir occasionally as it comes to heat. When you see wisps of steam as you stir, lower the heat down to medium low.

Step 5

Stir regularly as it cooks for 9 - 10 minutes (it will bubble gently), or until the sauce thickens and the macaroni is just cooked - tender but still firm. It should still be saucey at this stage and thinner than you want.

Step 6

Take it off the stove and stir the cheese in quickly. Adjust salt and pepper to taste. <- In this step, the sauce thickens and reduces considerably.

Step 7

Serve immediately!!