2 lbs. macaroni
2 sticks butter
2 lbs. Velveeta cheese, cut into chunks
1 1/2 lbs. sharp cheddar cheese, grated
4-5 c. milk
Salt & pepper to taste

Cook macaroni according to package directions. While noodles cook, melt butter, Velveeta cheese and one half pound of cheddar cheese and milk in a large pot. Season to taste with salt and pepper. Drain macaroni and place in an 11" x 17" baking pan. Ladle cheese mixture over noodles and stir to mix the sauce into the noodles. Spread remaining cheddar cheese over top. Bake at 325 degrees for 45 minutes to 1 hour.