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1 1/2 c. elbow macaroni (or use shells instead)
3 Tbsp. butter or margarine
3 Tbsp. all-purpose flour
2 c. whole milk
1/2 tsp. salt
1/2 tsp. pepper
2 c. shredded cheese (use your favorite)

Preheat oven to 350 degrees. Cook pasta according to package directions.
While pasta cooks, melt butter in a pan. Add flour and stir until
mixture is lightly browned, 1-2 minutes. Add milk and whisk to
remove lumps. Add salt and pepper. Stir in cheese and whisk until
melted and smooth. When pasta is cooked to al dante, drain and add
to cheese mixture. Pour into greased 2-qt. baking dish. Bake for
40-45 minutes until browned and bubbly. (If you use a dish with
small depth, it will cook faster.)

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