Prep the chicken: pat the chicken dry with paper towels. Season both sides with 3/4 tsp kosher salt (reserve the other 1/4 tsp for the pasta water), 1/4 tsp black pepper, smoked paprika, garlic powder and onion powder. Drying the chicken and seasoning well ensures better browning and deeper flavor when searing.

Sear the chicken: heat 1 tablespoon olive oil in a large skillet over medium-high heat until shimmering. Add the chicken and sear 3–4 minutes per side until golden-brown (it will finish cooking later). Searing develops the Maillard crust, which adds savory richness and helps the meat stand out against the creamy mac and cheese.

Glaze the chicken: reduce heat to medium. Stir together 3/4 cup BBQ sauce and 2 tablespoons honey in a small bowl. Brush half the mixture over the seared chicken, add a lid for 2 minutes to let the glaze set, then remove to a plate. Reserve the remaining glaze for finishing. The glaze caramelizes slightly on the hot chicken, concentrating the sweet-smoky flavors without burning.

Bring a large pot of water to a rolling boil. Salt generously (about 1 tablespoon kosher salt per 4 quarts water — remember you reserved 1/4 tsp earlier). Add 12 ounces dry elbow macaroni and cook until 1–2 minutes shy of package directions (about 7–8 minutes for most elbows). Undercooking by a minute ensures the pasta finishes in the oven and remains perfectly al dente.

While the pasta cooks, build the béchamel: in a medium saucepan melt 3 tablespoons unsalted butter over medium heat. Add the finely diced onion and 2 minced garlic cloves and cook gently for 3–4 minutes until softened and translucent — sweating aromatics in butter releases their sweetness without browning, which keeps the sauce smooth.

Add 3 tablespoons all-purpose flour to the softened onion and garlic and cook, stirring constantly, for 1–2 minutes to form a roux. Toasting the flour cooks out raw starch flavor and creates a nutty base that thickens the sauce evenly.

Slowly whisk in 2 cups whole milk and 1/2 cup heavy cream, a little at a time to keep the sauce smooth. Bring to a gentle simmer, whisking often, until the sauce thickens enough to coat the back of a spoon (about 4–6 minutes). Heating the liquid gradually and stirring prevents lumps and gives a velvety texture.

Turn the heat to low and add 8 ounces sharp cheddar, 4 ounces smoked Gouda, and 2 ounces cream cheese in batches, stirring until each addition melts and the sauce is glossy. Taste and season with the remaining 1/4 tsp kosher salt and 1/4 tsp black pepper; add 1 tsp hot sauce if you want a background heat. Adding cheese off high heat prevents separation and keeps the sauce creamy.

Combine pasta and sauce: drain the pasta well and return to the pot off the heat. Pour the cheese sauce over the pasta and stir to coat. Cutting the cooked chicken into bite-size pieces and folding it into the pasta at this stage lets the hot sauce gently meld with the noodles without overcooking the chicken.

Add the glazed chicken: slice the glazed chicken into 1/2-inch strips or dice, then fold into the mac and cheese along with 1/3 of the reserved BBQ-honey glaze. Reserve the rest for finishing. Folding in the chicken and a little glaze concentrates the BBQ flavor throughout while leaving room for a bright final drizzle.

Prepare the topping: in a small skillet melt 1 tablespoon butter over medium heat. Add 1/2 cup panko and toast, stirring frequently, until pale golden and crisp (about 3–4 minutes). Toasting the panko in butter adds richness and prevents it from steaming on top of the casserole.

Bake (optional but recommended): preheat the oven to 375°F (190°C). Transfer the mac and cheese to a buttered 9x13-inch (or equivalent) baking dish. Sprinkle the toasted panko evenly over the top and bake 12–15 minutes until bubbling and the topping is golden. Baking melds flavors, crisps the topping, and gives the dish an attractive finish; you can broil 1–2 minutes at the end for extra color but watch carefully to avoid burning.

Finish and rest: remove from oven and let rest 5 minutes. Drizzle the remaining reserved BBQ-honey glaze over the top and scatter 2 tablespoons chopped parsley for brightness. Resting lets the sauce settle so each serving holds together cleanly.

Serve: spoon into bowls and, if desired, offer extra hot sauce and a wedge of lemon on the side. The citrus will cut richness for those who want it lighter.