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Preheat the oven to 325 degrees and lightly grease a square baking dish.
Cook the macaroni to al dente, according to package instructions. Drain and set aside.
Melt the butter in a medium saucepan over medium heat. Blend in the flour, salt, and pepper. Cook for 2 minutes.
Slowly add the milk and half and half, stirring constantly, and cook over medium-low heat for a few minutes until the mixture is just barely thickened. Remove from heat and stir in 1 cup shredded cheese, stirring just until melted.
Add the cooked macaroni noodles and toss to coat. Pour half or the pasta mixture into the prepared baking dish. Sprinkle 1/2 cup cheese over the top. Add remaining pasta and sprinkle with remaining cheese.
Bake for 15-20 minutes or until cheese is melted on top.
Serve with your favorite vegetable or a side salad.