Put a pot of water on to boil (about six to seven cups of water).
Measure out your dry macaroni into the pot. I am giving you measurements of the dry because I know this is always confusing, you never know if they want you to use two cups dry or two cups cooked and so on.
This recipe calls for 2 1/2 cups DRY macaroni.
Bring this to a boil and reduce to simmer until noodles are tender. Drain.
In a bowl, combine flour, salt, and pepper.
Stir that up.
Lightly spray cooking spray in an oven safe bowl or dish.
Place 1/2 of your macaroni in the bowl. Sprinkle with flour mixture.
Cut two thirds of a stick up butter into small pieces like this.
Place a few pats of butter on top of your first layer.
Top with half of the cheese.
Remaining flour mixture and butter…
and remaining cheese.
Pour milk over all.
Cover with aluminum foil and bake in the oven at 350 for 35 minutes.
Remove foil and bake an additional ten minutes.