| 1. | Cook and drain macaroni. |
| 2. | Melt butter in a large skillet over medium-high heat. |
| 3. | Gradually whisk in flour, until smooth. Cook, whisking constantly for 2 minutes. |
| 4. | Stir in salt and next 3 ingredients (pepper, red pepper, garlic powder). |
| 5. | Gradually whisk in half & half and milk. Cook, whisking constantly, for 8-10 minutes until thickened. |
| 6. | Stir in half of sharp cheddar cheese. |
| 7. | Stir in extra sharp cheddar cheese until smooth. |
| 8. | Combine cooked elbow macaroni & cheese mixture and pour into lightly greased 13x9 in baking dish. Sprinkle with the remaining cheese. Bake at 350 degrees for about 35-40 minutes. |