01 - Preheat oven to 350°F. Lightly grease a 9x13-inch baking dish with butter or nonstick spray.
02 - In a large mixing bowl, combine the ground beef, chopped onion, minced garlic, breadcrumbs, egg, milk, ketchup, Worcestershire sauce, salt, and pepper. Mix gently with your hands until just combined — avoid overworking the meat to keep it tender.
03 - Press the meat mixture evenly into the bottom of the prepared baking dish, creating a uniform layer. Bake for 20 minutes to partially cook through.
04 - While the meatloaf bakes, cook the elbow macaroni according to package directions until just al dente. Drain well and set aside.
05 - In a medium saucepan, melt the butter over medium heat. Whisk in the flour and cook for 1 minute to form a roux. Slowly pour in the whole milk while whisking constantly. Continue cooking and whisking for 2–3 minutes until the sauce thickens enough to coat the back of a spoon.
06 - Remove the saucepan from heat. Stir in the cheddar cheese, Parmesan cheese, dry mustard, paprika, salt, and pepper. Stir until all cheese is melted and the sauce is smooth. Fold in the drained macaroni until evenly coated.
07 - Remove the partially baked meatloaf from the oven. Carefully spread the macaroni and cheese evenly over the meatloaf layer, covering it completely to the edges.
08 - In a small bowl, combine the shredded cheddar cheese, panko breadcrumbs, and melted butter. Sprinkle the mixture evenly across the top of the casserole.
09 - Return the casserole to the oven and bake for 30–35 minutes until the top is golden brown and bubbling. The internal temperature of the meatloaf layer should reach 160°F.
10 - Remove from the oven and let the casserole rest for 10 minutes before slicing into portions. Serve hot.