Cook macaroni according to package directions and set aside.
In a large saucepan, melt butter over low-medium heat and add flour, salt, pepper, paprika and ground red pepper. Whisk until smooth. Slowly add milk and continue whisking for 5 minutes while still over heat.
Remove from heat and immediately add 1 cup of the shredded cheese and stir in well until it a nice rich thick cheese sauce.
Preheat oven to 400 degrees F.
Grease a baking dish and add macaroni and cheese sauce and mix well.
Cover with remaining cup of shredded cheese and bake for 20-25 minutes until top is golden brown and bubbly.