Step 1

Cook the pasta to just under al dente in salted water according to the package instructions. Drain and set aside. Measure milk and cream and allow them to come to room temperature.

Step 2

Preheat the oven to 350°F and lightly spray a 9x13-inch baking dish with nonstick cooking spray.

Step 3

In a large pot, melt the butter over medium heat. Add the flour and whisk to combine. Cook, whisking constantly, for about 1 minute. Gradually add the milk, whisking after each addition. Slowly add the cream, whisking constantly. Continue to whisk and cook for about 5 minutes, or until the mixture has thickened. Add the salt and pepper and mix well.

Step 4

Add 2 bags (4 cups) of the cheese and whisk until melted. Adjust seasoning if needed. Add the cooked macaroni and mix well. Pour half of the mixture into the prepared dish. Sprinkle one cup of the remaining cheese over the top. Add the remaining macaroni mixture. Top with remaining cheese.

Step 5

Bake, uncovered, for 20 to 30 minutes or until bubbly and the cheese on the top is just starting to brown. Allow to rest for about 10 minutes before serving.