PREHEAT oven to 350° F.
In a large pot, COOK macaroni according to package directions; DRAIN; RETURN to pot.
ADD milk, melted butter, pepper and salt; STIR in cheeses.
TRANSFER to a greased 2-quart casserole.
BAKE, uncovered, for 15 minutes.
Carefully STIR mixture; SPRINKLE with crushed crackers; BAKE until crackers are browned and mixture is just heated through, about 5 minutes (Note: don't overheat or mixture will curdle).
REMOVE from oven; let STAND for 10 minutes before serving.
Per Serving (excluding unknown items): 397 Calories; 28g Fat (53.7% calories from fat); 21g Protein; 33g Carbohydrate; 1g Dietary Fiber; 85mg Cholesterol; 761mg Sodium. Exchanges: 2 Grain(Starch); 2 Lean Meat; 0 Non-Fat Milk; 4 Fat.