In a Dutch oven or oven safe pot over medium high heat, melt 4 tablespoons of butter until it is just beginning to brown. Whisk in the flour until it forms clumps and starts to look browned. Then slowly pour in half of the milk while whisking consistently until a smooth roux is formed.
Stir in the shredded cheese until it forms a thick batter. Pour in the rest of the milk while stirring, until a thick cheese sauce has formed. Then stir in the goat cheese, paprika, onion powder and garlic powder until smooth.
Add the cooked elbow noodles to the pot and stir until the noodles are completely coated. Remove heat and let cool for a few minutes.
Preheat the oven to 375 F. In a small bowl, combine the panko, crushed fried onions, basil, melted butter and pepper. Sprinkle the mixture over the top of the mac and cheese in and even layer.
Place the pot into the oven uncovered and bake for 15-20 minutes. OPTIONAL: Broil on low for 3-5 minutes for an extra crispy topping.
Garnish with green onion. Serve hot with your favorite fish sticks and enjoy!