My basic recipe: in a large pot melt approx. 4 tablespoons of butter; turn down the heat; add a few heaping spoons of flour; stir to make a slight browned roux. Then turn the heat back up and dump in your shredded or cubed cheese(s) of choices. I like to use sharp cheddar along with smoked gouda, maybe some havarti. Slowly stir or wisk things together. Add some heated milk to thin things out a bit. When the cheese is melted to your liking, add your cooked macaroni or other pasta (I like to mix things up with bow-tie (Farfalle) pasta. Other add-ins are things such as peconic noted above, or perhaps some sauteed onion. Then pour into greased baking dish and bake at 350 for 1/2 hour or so. Enjoy! <img src="http://www.traveltalkonline.com/forums/images/graemlins/chef.gif" alt="" />