Melt butter in a large skillet. Add mushrooms and onions and saute over medium heat 5 minutes.
In a separate large mixing bowl, combine sour cream, cheeses, half and half, and salt & pepper.
Add cooked noodles, mushrooms, and onions.
Stir to combine.
Spoon mixture into a 1.5 qt. or 8x8 inch baking dish.
Top with bread crumbs.
Bake, uncovered, at 350 degrees for 20-30 minutes.