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In a large pot, cook noodles in boil water until al dente, per packaged directions. Drain and set aside.
In a medium pot, melt butter. Then whisk in flour (see note below), salt, and pepper.
Slowly add milk and heavy cream, whisking until combined. Heat mixture until it bubbles over medium heat.
Reduce heat to low and add in cheeses. Stir until melted. Add pasta to cheese mixture and toss to combine. If mixture is too thick, add 1-2 tablespoons more milk and go from there.
Let macaroni and cheese sit for 5 minutes to thicken.