Start boiling water for pasta; add pasta when water is ready.

In large sauce pan over medium high heat, add butter and flour stirring constantly.

Let it brown, but don't let it burn.

When it starts to brown, slowly whisk in the milk, stirring constantly.

When it starts to boil, reduce to medium heat and begin slowly adding cheese, stirring constantly.

Add seasonings to taste. (take is easy on the salt if you plan on adding hot dogs)

Keep on low heat until pasta is ready, stirring occasionally.

Enjoy!