Preheat oven to 350 degrees, spray a 13 x 9 pan at least 3 to 4 inches deep with non stick spray.

Cook noodles as per directions on box until just undercooked. Quick cold water rinse, shake, drain and put to the side.

Take shredded cheese and combine in a bowl, give a quick toss. When using Velveeta and you just want to slice and not shred, place sliced pieces over shredded mixture on each layer.

Mix eggs, milk, cream and salt and pepper, whisk until well blended. Pour 1/2 of milk mixture in bottom of the pan. Add a layer of noodles, and then add salt and pepper to taste. Top noodles with cheese, mix cheese and noodles on bottom layer and then repeat layering, noodles, cheese, salt and pepper to taste.

When you get to top layer, use all of the remaining cheese the on top. Take the rest of milk mixture and pour the remaining over the noodles and cheese. Make sure milk mixture can get all the way through the noodles and cheese by using drinking straw. Melt butter and pour over mixture. Add salt and pepper on top to taste.

Cover tightly with foil. Bake in oven for 45 minutes. Remove foil and cook 5-10 minutes more until golden. Let stand for at least 10-15 minutes before serving.