Cook macaroni according to package. Drain. Butter a 2Q casserole dish and add macaroni.

Preheat oven to broil.

In a saucepan, melt butter over medium heat. Whisk in flour. Cook 1 min. Slowly whisk in milk, garlic powder, salt and pepper. Cook, whisking often, over medium heat, just until mixture starts to thicken.

Remove from heat and stir in fontina and gruyere cheeses. Pour mixture over macaroni and stir well.

Sprinkle macaroni mixture with crushed fried onions and parmesan cheese.

Place under broiler, just until browned, about 3 min.