cook macaroni in unsalted boiling water for about 10 mins. or until tender but firm. drain.

for cheese aside in a medium saucepan heat margarine or butter over low heat until melted. stir in flour and pepper. cook over low heat stirring constantly until mixture is smooth and bubbly. remove from heat. stir in milk. return to medium heat and heat until boiling. boil and stir until thickened. add cheese until melted.

pour sauce over macaroni.