Preheat the oven to 350 degrees F.
Cook the macaroni according to the directions on the box
In a large skillet melt the butter, add the flour and stir until the mixture becomes thick.
Gradually add the milk, stirring constantly. Cook until the mixture starts to thicken.
Add the cheese and stir until melted.
Stir in the pepperoni, drained tomatoes, oregano, parsley, basil, garlic powder, onion powder, salt, and pepper.
Add the cooked macaroni and stir together.
Pour the mixture into a baking dish. Cook for 30 minutes or until the top starts to bubble.