Preheat oven to 350°F
Bring a large pot of salted water to a boil. Add macaroni and cook per packet directions.
Drain, rinse under cold water to prevent pasta from sticking together then return pasta to pot, to cool while making the sauce.
In a large saucepan, melt butter over medium heat. Add flour and cook, stirring constantly for 1 minute.
Slowly whisk in the milk, continue to stir to prevent lumps.
Remove from stove, stir in 4oz of softened PHILADELPHIA Cream Cheese and 1/2c each of the shredded cheeses (reserve remaining cheese for topping) Stir until cheese is melted and sauce is smooth. Salt and pepper to taste
Combine sauce with macaroni and then pour into a baking dish. Sprinkle remaining shredded cheese over top.
Cover with foil and bake for 20 minutes
