Cook macaroni according to package directions.

In medium saucepan, melt butter over medium heat; stir in flour, and cook for 3-5 minutes 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.

Serve with fried meat