Preheat the oven to 375 degrees. Coat an 8-inch square baking dish with nonstick cooking spray. Cook the macaroni according to package directions, omitting the salt; drain.

Meanwhile, in a large saucepan, melt the butter over high heat; add the flour, salt, and pepper. Slowly whisk in the evaporated milk and continue cooking for 3 to 4 minutes, or until the mixture begins to thicken.

Remove the saucepan from the heat and add the macaroni and the cheese; mix well, then pour into the baking dish. Bake for 20 to 22 minutes, or until bubbly and heated through.

This recipe yields 6 servings. Serving size: 1/6 recipe.

Exchanges Per Serving: 2 Starch, 1 Fat, 1 Medium-Fat Meat, 1/2 Fat-Free Milk.

Nutrition Facts: Calories 325; Calories from Fat 102; Total Fat 11g; Saturated Fat 7g; Cholesterol 33mg; Sodium 369mg; Carbohydrate 38g; Dietary Fiber 1g; Sugars 7g; Protein 17g.