Preheat the oven to 350º F.
In a pot, cook your pasta according to package directions. (*See note) Cook your pasta 1-2 minutes less than the instructions. This will help keep your pasta more al dente after baking in cheese sauce.
In a non-stick pot (very importat to make clean up easy!) add the cheese sauce ingredients. (Heavy cream, cheddar, cream cheese, salt, pepper, garlic powder.)
Cook on medium low heat, whisking to prevent burning. Cook until the cheese is all melted and warm.
Drain the pasta into a collander and rinse in cool water to halt the cooking process.
Pour the pasta into the cheese sauce and mix well. Pour into an 8x8 baking pan.
In a bowl, add the topping ingredients and whisk to blend. Spoon the panko topping over the macaroni and cheese.
Bake for 15 minutes until hot.