16 oz box of macaroni shells
lb package of Velveeta
Boil shells. Cover bottom of baking dish with very thin layer of butter, then a thick layer of shells. Sprinkle with flour. Add 6 or so pats of butter. Cover with half of the Velveeta package. Layer with shells, flour, butter, and cheese. Fill about 1/3-1/2 full with milk. Bake at 325 degrees for about 30 min.