• 1 Box or 1 pound of cooked penne / elbow noodles
• 1/2 cup of the starchy water from your noodles
• 8 tablespoon butter
• 1-1/2 to 2 cups milk 
• 1-1/4 tablespoon salt
• 1 -1/4 tablespoon black pepper
• 1/2 tablespoon paprika 
• 1/2 teaspoon ground dry mustard
• a dash of nutmeg
• 1 cups flour

Directions:

• Cook noodles for 7 minutes, drain and rinse in cold water, set to the side. (your noodles will be "al dente")
• In a large pot on medium high heat 

• Add 1/2 cup of the starchy water from your noodles
• 8 tablespoon butter
• 1-1/2 ~2 cup milk 
• 1-1/4 tablespoon salt
• 1 -1/4 tablespoon black pepper
• 1/2 tablespoon paprika 
• 1/2 teaspoon ground dry mustard
• A dash of nutmeg
• 1 cups flour stir until the flour and milk has formed a paste 
• Reduce heat to low to avoid burning
• Add 1-1/2 cups of graded cheddar cheese
• 1/2 pepper jack cheese

• Stir until mixture is nice and creamy. (NOTE* you may need to add small additional amounts of milk to keep mixture smooth and creamy)
• Now fold in your noodles stir until noodles are completely covered in cheese mixture 
• Now layer noodles in a large baking dish. Between each layer add additional thin slices of cheese using both cheddar and pepper jack cheeses. Cover the top layer completely with cheese. Cover the baking dish with foil.
• Place in a pre-heated oven for 350°, bake for 18-20 minutes, remove foil and bake for another 5-8 minutes, until the top is a nice golden brown.
• Remove from oven and serve.