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Melt the butter over medium heat in a large saucepan.
Whisk in the flour and cook for 1-2 minutes, stirring constantly.
Gradually add the milk, whisking continuously to avoid lumps. Continue cooking until the mixture thickens.
Turn off the heat. Add the cheeses a small handful at a time, stirring until fully melted before adding the next handful. If needed, turn the heat on to low to finish melting the cheese, but avoid letting the sauce simmer or boil.
Season with salt, black pepper, paprika, and garlic powder. Mix well.
Stir in cooked macaroni and serve.