Cook noodles according to package directions.
Make a basic white sauce:
1/2 cup butter (one stick)
When butter has melted, add
1 cup flour and stir (these look like lots of little balls)
Add 4 cups milk and stir until flour releases and sauce starts to thicken
Add 6 oz. velveeta
Add 6 oz. cheddar cheese
If sauce looks too thick, add more milk.
I can't stand it to be just plain but the kids like it that way, so I make one side of a 9x 13 dish plain and the other side adult, with ham, jalapenos, some sun dried tomatoes and lots of panko bread crumbs sprinkled over the top.
Also, adding the cheese to the sauce can take days to melt! I usually nuke the cheese in the microwave to get things softened and speed things up.
Yes, too much of this stuff will kill you , it's that bad for you, but tasted so good!
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