Prepare Macaroni as per directions on package.

In a medium saucepan, melt the butter over low heat. When the butter is melted and sizzling, stir in the flour to create a paste and cook 1 minute.

Slowly add the milk and cream, whisking to create a smooth sauce. Let cook about 5 minutes or until thick enough to coat the back of a spoon.

Turn off heat.

Slowly whisk in cheeses, a little at a time until a thick, cheesy creamy sauce is formed.

Pour over drained Macaroni, stirring to incorporate. Serve.

Optional: add Macaroni to oiled baking pan, add cheese sauce, stir gently and bake for 25 minutes or until golden crust begins to form on top of Macaroni mixture.