Melt butter in saucepan over low heat. (low heat is important! watch carefully).
Add flour gradually while whisking and cook for 1 minute, still whisking.
Add a small amount of milk to start the sauce then add all the spices.
Keep on whisking while adding the rest of the milk. Turn up the heat to high or medium high depending on your stove, just be careful not to scorch the sauce. The more you whisk, the creamier the sauce will be.
As sauce approaches a boil, begin to whisk in cheese one handful at a time, ensuring all cheese is melted before adding another. (Helps with texture and greasiness).
Take off the heat and whisk vigorously one last time.
Pour over cooked macaroni in 13x9 pan and stir together. The last 1/2 cup of sauce may be too much depending on type and amount of pasta. Sprinkle additional cheese over the top if desired.
Microwave on 70% power for 15:00 minutes or until set. If you prefer baking, it comes out well at 350 after about 30-35 minutes.