Spray a 3.5 qt crock pot lightly with non-cooking spray.

Layer 1/3 of the macaroni in bottom. Top with half of cheeses, butter, salt & pepper. Repeat and end by topping with the last 1/3 of macaroni. Pour milk over mixture.

Cook on low for about 3 hours and stirring half way through the cooking process.

Serves 3-4 as a main dish or 10 as a side.