Cook 2 cups elbow macaroni in a large saucepan as directed on package. Drain well. Return to saucepan.
In a bowl mix the other ingredients, 12 oz VELVEETA cheese, 1/2 cup milk, 1/8 teaspoon pepper together. Place in a microwave on a low power setting, suggest 30% and warm the mixture till starting to melt. Mixing about 1/2 way while optional helps.
Remove from microwave and add to you saucepan with the macaroni. Cook over low to medium heat, stirring frequently. Remove and serve.