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Cook macaroni according to package directions.
In medium saucepan, melt butter over medium heat; stir in flour, and cook for 3-5 minutes stirring constantly to form a roux; add salt and pepper; slowly add milk, stirring well after each addition.
Cook and stir until bubbly.
Stir in cheese a small amount at a time until fully melted.
Drain macaroni; add to cheese sauce; stir to coat.