Preheat oven to 375° F. In a large sauce pan, melt butter over medium heat.
Once melted, add flour and stir until a smooth paste is formed. Slowly pour in milk and cream and whisk continuously until smooth. Bring to boil.
Continue to stir until the sauce has thickened. Add aioli, honey, garlic powder and onion powder. Stir in ¾ of the each cheese and stir until melted. Add salt and pepper to taste.
Stir in prepared pasta. Pour into baking dish and top with remaining cheese.
Bake for 15-20 minutes until the sides are bubbling and the top is melted and slightly browned.