Preheat your oven to 375 degrees Fahrenheit (190 degrees Celsius). Grease a 9x13 inch baking dish.

Bring a large pot of salted water to a boil. Add the elbow macaroni and cook for about 2 minutes less than the package instructions suggest. Drain and set aside.

In a large saucepan, melt the butter over medium heat. Whisk in the flour and cook for 1-2 minutes to create a blonde roux.

Slowly pour in the whole milk and heavy cream while whisking constantly until the sauce thickens, about 5-8 minutes.

Remove from heat and stir in garlic powder, onion powder, smoked paprika, salt, and pepper.

Add 4 cups of shredded cheese to the sauce and stir until melted and smooth.

Fold the cooked macaroni into the cheese sauce until well coated.

Pour half of the macaroni mixture into the prepared baking dish, sprinkle with extra cheese, then add the remaining macaroni.

Mix panko breadcrumbs with melted butter and sprinkle over the top.

Bake for 25-30 minutes until bubbly and golden brown. Let rest for 5-10 minutes before serving.