Melt butter in saucepan. Stir in flour. Cook and stir 30 seconds, until mixture is golden. Slowly add milk, whisking. Season with salt and pepper. Cook and stir until thickened. Add Velveeta and stir until cheese is melted.
Add macaroni to cheese sauce.
Pour mixture into greased 2 quart dish. Top with cheddar cheese and cracker crumbs.