1 16-ounce box ready cut macaroni
3 tablespoons butter
3 tablespoons flour
3 cups milk
Salt and pepper
2 cups shredded sharp cheddar cheese
8 ounces Velveeta, sliced or cut into cubes

Preheat oven to 350 degrees.
Bring a large pot of water to a boil and cook pasta according to package directions until al dente, about 8 minutes.
Drain and return to the pot.

Melt the butter in a medium saucepan.
Whisk in the flour and cook, stirring constantly, for 1 minute.
Whisk in the milk and bring to a simmer.
Cook over medium to medium-low for 10 minutes, until thickened slightly.
Season with salt and pepper.
(Taste white sauce for seasonings. It should be well seasoned.)

Add the white sauce to the pasta and toss, coating well.
Pour half of the pasta into a 3-quart casserole dish that has been sprayed with nonstick cooking spray.
Sprinkle with half of the shredded cheddar cheese and layer with half of the Velveeta.

Repeat layers, cover and bake 30 minutes.
Remove cover and bake 15 minutes longer.
Let stand 5 minutes, then toss to distribute cheese.

*Skim milk may be used.

**Hand shredded cheese is preferred over pre-shredded cheese.