Cook 2 cups of elbow macaroni in salted boiling water until al dente. Drain and set aside.

In a saucepan, melt 4 tablespoons butter over medium heat. Add 1/4 cup flour and whisk for 1 minute.

Slowly pour in 2 cups whole milk and 1 cup heavy cream, whisking constantly until smooth and thickened.

Remove from heat. Stir in 2 cups sharp cheddar, 1 cup mozzarella, and 1/2 cup Parmesan until fully melted.

Season the cheese sauce with 1/2 teaspoon garlic powder, 1/2 teaspoon salt, 1/4 teaspoon pepper, and a pinch of paprika.

Fold in the cooked macaroni and stir to coat evenly.

Pour the mixture into a greased 9×13 baking dish and smooth out the top.

In a small bowl, mix 1 cup panko with 2 tablespoons melted butter and a pinch of paprika. Sprinkle over the top.

Bake at 375°F (190°C) for 20–25 minutes or until bubbly and golden.

Cool slightly before serving.