Gather all ingredients. Preheat the oven to 350°F (175°C). Grease an 8-inch square baking dish.

In a large pot, bring lightly salted water to a boil. Add macaroni and simmer for 8 minutes; it will finish cooking in the oven. Drain and transfer to the prepared dish.

Melt 1/4 cup butter in a medium skillet over low heat. Whisk in flour and stir until paste-like and light golden brown, about 3 to 5 minutes.

Gradually whisk in 2 1/2 cups milk into the flour mixture, and bring to a simmer.

Stir in shredded Cheddar and Parmesan cheeses; season with salt and pepper. Cook until cheese is melted and sauce thickens, about 3 to 5 minutes.

Pour cheese sauce over macaroni and stir until well combined.

For the topping, melt 2 tablespoons butter in a skillet over medium heat. Add bread crumbs and cook until well coated and browned.

Spread bread crumbs over the macaroni mixture, then sprinkle with paprika.

Bake until the topping is golden brown and the macaroni is bubbling, about 30 minutes.