Preheat oven to 350 degrees.
Lay out all of your ingredients ahead of time, as the sauce will need to be stirred while cooking to prevent hardening or burning.
Prep the cheeses by cutting them into thin slices (that way they melt in the saucepan quicker). Allow cream to get close to room temp, to avoid curdling.
Once ingredients are laid out, add butter to saucepan over medium heat. Allow to melt and then whisk in flour.
Slowly pour cream into saucepan in stages, while continuously stirring. This will thicken and create the roux for your cheese sauce.
Once you have added all the cream and created your roux, start to add the cheeses and continually stir. Add cheese in stages (a handful of velveeta and cheddar at one time). Stir in cheese until it melts, then add another handful until everything is blended together.
Sprinkle in nutmeg and stir.
Add most of your cooked noodles to the cheese sauce and stir (I leave out a handful of noodles so it's extra creamy!).
Transfer to a greased baking dish.
Melt butter in a separate bowl and stir in 1/2 cup panko. Take panko mixture and sprinkle on top of mac and cheese.
Bake for 30 min with foil on top for first 20 min.