Heat a 4 quart pot over medium heat. Add butter, ground beef, salt, and pepper. Crumble and cook until just brown. Do not drain.

Add chicken broth to pot. Bring to a boil. As soon as it boils stir in macaroni. Cover and boil 10 minutes, stirring once or twice. While macaroni cooks wisk milk, flour, and cayenne together in a large bowl.

When time is up stir milk mixture into pot. Bring soup back to a simmer, stirring frequently to prevent sticking and clumping. Once simmering, gently stir constantly until soup appears to thicken slightly. About 5 minutes.

Reduce heat to medium low. Stir in cream cheese until fully melted (this will take about 5 minutes of constant stirring). Reduce heat to low. Stir in cheddar one cup at a time, fully melting each addition before adding the next.

Taste for seasoning and adjust as needed (I usually add more salt and pepper). Serve with garlic bread for dipping and/or a crisp side salad. Enjoy!