Bring 4 quart water to boil. Boil 1 lb. of elbow macaroni; cook as the package directs. Set aside.
Melt butter; remove from heat. Stir in flour and seasonings. Gradually add milk, stirring until well mixed. Cook over low heat, stirring constantly, until thickened and smooth. Cook for 5 minutes longer; add cheese. Stir until smooth and well blended. Serve with pasta or vegetables.