PREHEAT OVEN TO 375 DEGREES. BRING A LARGE POT OF WATER TO A ROLLING BOIL. ADD MACARONI AND BRING BACK TO A BOIL. COOK AL DENTE - SLIGHTLY UNDERDONE AS IT WILL COOK FURTHER IN THE OVEN.
GENEROUSLY BUTTER AN 8X11 BAKING PAN. SPREAD 1/3 OF THE COOKED MACARONI IN BOTTOM OF PAN. SEASON WITH SALT AND PEPPER. COMBINE BOTH CHEESES IN A BOWL, MIX AND SPRINKLE 1/3 OF THE CHEESES OVER THE MACARONI. CONTINUE WITH 2 ADDITIONAL LAYERS. COMBINE MILK AND CREAM TOGETHER AND SLOWLY POUR OVER MACARONI.
COVER TIGHTLY WITH FOIL AND BAKE FOR 45 MINUES. REMOVE FOIL AND CONTINUE BAKING UNTIL TOP IS BROWNED - APPROX 6 MINUTES OR SO. REMOVE FROM THE OVEN AND LET REST 15 MINUTES. SERVE HOT.
