Cook macaroni per package instructions; drain and set aside.

In a large saucepan, melt butter.

Add flour to butter and mix.

Add milk and stir over low heat until mixture starts to thicken.

Add cheese to saucepan and cook on low heat until melted.

Add ham, pepper, and cooked macaroni to saucepan and mix well.

Spray a large casserole dish with non-stick cooking spray.

Pour contents of saucepan into casserole dish.

Bake, uncovered, in a preheated 350 oven for 25-30 minutes, or until golden brown on top and heated through.