Step 1 - Bring a large pot of water to a boil and cook your pasta according to the directions.
Step 2 - In a second medium saucepan, melt the butter over medium heat
Step 3 - After the butter is completely melted, add the flour and whisk into the butter. Continue to whisk for about 6 minutes or until the mixture darkens slightly.
Step 4 - Pour ½ cup of the heated milk into the saucepan and whisk to break up the butter and flour mixture.
Step 5 - Add the rest of the milk and cook until the sauce has thickened
Step 6 - Reduce the head and mix in the shredded cheese and stir until it's melted and smooth
Step 7 - Pour over the cooked noodles and toss together. Add Salt and Pepper to taste.