Bring a large pot of heavily salted water to a boil. Drop the pasta into the boiling water and cook according to package directions. When al dente, drain pasta and set off to the side.

In a large pot/Dutch oven, melt the butter over medium heat. Once melted, whisk in flour, salt, and pepper. Cook the roux for 4 minutes, whisking occasionally, until the roux turns slightly golden in color.

While whisking, slowly pour in the milk. Whisk occasionally to eliminate any lumps. Cook for 2 minutes.

Add the shredded cheese to the sauce, stir until melted and combined.

Add the cooked pasta to the pot. Stir to evenly coat all the noodles. Serve right away!

Note: This is a very rich/thick sauce recipe. If you want to thin it out add more milk. Also, if you want to cut the fat content, you can cut the butter and flour in half and the recipe will still work.