Melt butter in a medium pot or large saucepan over medium heat. Add flour and cook for 1 minute.

Add about 3/4 cup of milk and mix into butter mixture - it will become a slurry pretty quickly.

Add remaining milk and mix so the slurry mixes in. Then add water and Seasonings.

Add macaroni and mix. Stir occasionally as it comes to heat. When you see wisps of steam as you stir, lower the heat down to medium low.

Stir regularly as it cooks for 9 - 10 minutes (it will bubble gently), or until the sauce thickens and the macaroni is just cooked - tender but still firm. It should still be saucey at this stage and thinner than you want.

Take it off the stove and stir the cheese in quickly. Adjust salt and pepper to taste. <- In this step, the sauce thickens and reduces considerably.

Serve immediately!!