Gather the ingredients.

Bring a large pot of lightly salted water to a boil. Cook elbow macaroni in the boiling water, stirring occasionally until tender yet firm to the bite, about 8 minutes.

Meanwhile, melt butter in a saucepan over medium heat.

Whisk in flour, salt, and black pepper until smooth, about 5 minutes.

Slowly pour in milk, while constantly stirring; cook and stir until mixture is smooth and bubbling, about 5 minutes, making sure the milk doesn’t burn.

Add Cheddar cheese and stir until melted, 2 to 4 minutes.

Drain macaroni and fold into cheese sauce until coated.

Serve hot and enjoy!