Add uncooked macaroni to a pot of water and boil until noodles are tender (careful not to overcook or noodles will be mushy).
Preheat oven to 350º.
In a small bowl add flour, salt and pepper and mix well.
Spray an oven safe baking dish with nonstick spray and add 1/2 of cooked macaroni. Sprinkle 1/2 of flour mixture on top of macaroni. Then top with 1/2 of the butter (the original recipe called for margarine but I love my real butter). Top with 1/2 of the cheese.
Next layer… just repeat! Add rest of macaroni, sprinkle rest of flour mixture on top, add remaining butter and top with remaining cheese.
Pour in milk, cover and bake at 350º for 35 minutes. Uncover and bake 10 more minutes.