Melt butter in a pan over medium heat. Add breadcrumbs and toast until golden brown, about 5 minutes.
Cook pasta until al dente according to package directions. Drain and set aside.
Melt butter in a large pot over medium heat. Add flour and stir well, until a paste is formed. Cook until golden brown, about 2 minutes.
Slowly pour in the milk. Whisk well, until mixture is smooth and there are no clumps.
Add cheddar cheese, gouda cheese, salt, black pepper, and garlic powder. Stir well, and bring to a simmer. Reduce heat to low and continue to stir until thickened, about 5 minutes.
Add cooked pasta and stir well. Top with prepared panko breadcrumbs and serve.
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