Bring a pot of salted water to a boil. Cook Elbow Macaroni (2 cup) al dente according to package instructions. Drain and set aside.
In a saucepan, melt Butter (4 tablespoon). Add All-Purpose Flour (4 tablespoon), whisking well. Add Whole Milk (2 1/4 cup), Garlic Powder (1 teaspoon), Onion Powder (1/2 teaspoon), and Paprika (1/2 teaspoon). Stir until the mixture thickens. Season with Salt and Pepper (to taste).
Add Sharp Cheddar Cheese (8 ounce) and Mozzarella Cheese (4 ounce), reserving a bit for topping. Turn the heat off and allow the cheese to melt, whisking throughout.
Add in cooked macaroni and mix in with sauce. Transfer to a baking dish. Sprinkle remaining cheese over top.
Mix together Panko Breadcrumbs (2/3 cup) and melted Butter (2 tablespoon). Spread over top.
Bake at 400 degrees F (200 degrees C) for 20 minutes.