In a large skillet, melt 3 Tbsp. butter.
Add the flour and stir over medium heat until the mixture is lightly browned.
Pour in the milk and whisk.
Add the salt and pepper and cook over medium heat until the sauce thickens and starts to bubble.
Slowly stir in both types of cheese (saving a little bit of the cheese to sprinkle on top later) and the last 2 Tablespoons of butter, then whisk until smooth and melted.
Add the noodles once the cheeses have melted and mixed well.
Pour into a foil baking dish or a large resealable freezer bag. Sprinkle the remaining cheese on top. If using a foil dish, top with two layers of aluminum foil. If using a freezer bag, remove excess air and seal.
Take tray or bag out of the freezer. Thaw.
Preheat oven to 350°.
Bake in an oven safe baking dish for 20 minutes or until golden brown.
Serve and enjoy!