Boil elbow macaroni in salted water until al dente. Drain and set aside.

In a pot, melt butter over medium heat. Whisk in 1/4 cup flour and cook for 1 minute to make a roux.

Whisk in milk (mixture will be very thick), then remove from heat. Stir in salt, pepper, and cheese until melted.

Fold macaroni into the cheese mixture until evenly coated. Spread onto a baking sheet and refrigerate for at least 2 hours until solid.

Scoop chilled mixture and roll into 1.5-inch balls.

Set up 3 bowls: flour, beaten eggs, and Panko. Dredge each ball in flour, dip in egg, then coat in Panko.

Heat oil to 350°F (175°C). Fry bites in batches for 3-4 minutes until golden brown.

Drain on wire rack and serve hot.