Boil noodles according to the package directions.

In a medium sauce pan, melt the butter over medium heat. Add the flour and stir until it is combined and bubbling. Immediately add the worcestershire sauce, mustard, and salt and stir for one minute. Add the milk and stir continually until the mixture starts to boil and thickens. Keep stirring so it does not burn on the bottom.

Once the milk mixture has thickened, turn the heat to low and add the shredded cheese. Stir until it is all melted. Add the Velveeta cheese and stir until it is all melted. Remove from heat.

When the noodles have been drained, transfer to a serving bowl. Pour in the cheese mixture and stir until combined. It will thicken slightly as it begins to cool. Enjoy!