Cook box of macaroni according to directions while cooking, make sauce.
melt over medium heat 2 tablespoons butter and then blend in 2 tablespoons of flour with whisk remove from heat.
blend in SLOWLY one pint of whipping cream (done a little at a time to prevent lumps). If you cannot get whipping cream you can substitue heavy cream.
put back on medium heat stir constantly once hot to touch but not boiling add milk, once this is hot to touch again, add white cheese one slice at a time so it melts break cheese up into pieces, and then add in velveeta also broken up, one slice at a time.
Stir constantly so it will not stick or burn.
drain macaroni and pour into large pan (deep lasagna size pan 11 x 13) pour melted cheese sauce over it and mix.
Cover with tin foil and bake in 375 oven for 30 minutes.