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-2 cups milk
-2 tablespoons butter
-2 tablespoons all-purpose flour
-1/2 teaspoon salt
-1/4 teaspoon freshly ground black pepper
-1 (10-oz.) block extra sharp Cheddar cheese, shredded
-1/2 (16-oz.) package elbow macaroni, cooked



1) Preheat the oven to 400°.

2) Microwave milk for 1 to 2 minutes until warm.

3) Melt butter in a large skillet or Dutch oven over medium-low heat; whisk in flour until smooth. Cook, whisking all the time, for about 1 minute.

4) Gradually whisk in warm milk, and cook, whisking constantly, 5 minutes or until thickened.

5) Whisk in salt, black pepper and 1 cup shredded cheese until smooth; stir in pasta. Spoon pasta mixture into a lightly greased baking dish. Top with remaining cheese. Bake at 400° for 20 minutes or until golden and bubbly.