To begin, make a white sauce:
While you are working the sauce, don't forget to cook your elbow macaroni as directed on the box. I suggest about 2 cups of cooked macaroni, maybe 3 cups, depends on how saucy you like it.
(I work the macaroni first and let it drain while cooking the cheese sauce)
You need a saucepan,
4 Tablespoons butter (use the real stuff)
4 Tablespoons flour
Salt and pepper, to taste
2 cups milk
1 cup Velveeta cheese, cut into cubes
Instructions:
Melt butter in saucepan, using low heat, add flour and heat until combined, (you are making a rue) when rue is warm add salt and pepper to taste.
Stir until well combined. (No chunks of flour in the pan, if there is, add more butter)
Slowly add milk to rue mixture and stir constantly until mixture begins to thicken. (might need to adjust the heat here, but only until it begins to thicken)
When mixture begins to thicken add Velveeta cubes and mix well until all cheese is melted and blended into the white sauce.
NOTE: this cheese sauce is pretty flexible, if it's to thick add more milk, not cheesy enough add more cheese.
Also, if you want it baked, pour it in a pan and bake at 350* for 20 minutes or until it starts to brown on top. (This added step will dry our the mac and cheese, it will not be as saucy)
I'll add a picture next time I make it.