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Grease a 2 quart casserole dish, and preheat oven to 400 degrees.
Cook macaroni to desired tenderness and drain, set aside.
Melt butter in saucepan over medium heat, whisk in flour and cook, whisking constantly for 2 to 3 minutes.
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Add hot milk slowly, whisking constantly, and cook for 3 to 5 minutes, until thickened.
Add the grated cheeses to the sauce in small batches, whisking until each one is melted completely.
Remove from heat, add salt and pepper, and taste to see if it needs more seasoning.
Combine noodles and cheese sauce and mix well, then pour into greased casserole disk.
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