Step 1

In a large skillet, melt 3 Tbsp. butter.

Step 2

Add the flour and stir over medium heat until the mixture is lightly browned.

Step 3

Pour in the milk and whisk.

Step 4

Add the salt and pepper and cook over medium heat until the sauce thickens and starts to bubble.

Step 5

Slowly stir in both types of cheese (saving a little bit of the cheese to sprinkle on top later) and the last 2 Tablespoons of butter, then whisk until smooth and melted.

Step 6

Add the noodles once the cheeses have melted and mixed well.

Step 7

Pour into a foil baking dish or a large resealable freezer bag. Sprinkle the remaining cheese on top. If using a foil dish, top with two layers of aluminum foil. If using a freezer bag, remove excess air and seal.

Step 8

Freeze.

Step 9

Take tray or bag out of the freezer. Thaw.

Step 10

Preheat oven to 350°.

Step 11

Bake in an oven safe baking dish for 20 minutes or until golden brown.

Step 12

Serve and enjoy!