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Preheat the oven to 325 degrees F and lightly grease an 8' square (or similar size) baking dish.
Cook the macaroni to al dente, according to package instructions. Drain and set aside.
Make the sauce: 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 has thickened like the consistency of gravy, about 5-7 minutes.
Remove from heat and stir in 1 cup shredded cheese, stirring just until melted.
Combine: Add the cooked macaroni noodles and toss to coat.
Pour half of the pasta mixture into the prepared baking dish. Sprinkle ½ 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.