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!