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Gather the ingredients.
Bring a large pot of lightly salted water to a boil. Cook elbow macaroni in the boiling water, stirring occasionally until cooked through but firm to the bite, 8 minutes.
At the same time, melt butter in a saucepan over medium heat.
Add flour, salt, and pepper and stir until smooth, about 5 minutes.
Pour in milk slowly, while stirring continuously. Continue to cook and stir until mixture is smooth and bubbling, about 5 minutes, making sure the milk doesn't burn.
Add Cheddar cheese and stir until melted, 2 to 4 minutes.
Drain macaroni and fold into cheese sauce until coated.
Serve hot and enjoy!