In a large pot, prepare pasta according to package directions.
Meanwhile, in large oven proof skillet, melt 1/4 cup of butter over medium-low heat.
Add flour and stir for one minute until it starts to gets pasty.
Whisk in the milk. Continue to cook over medium-low heat, whisking occasionally, until the milk begins to thicken — about 5 minutes.
Add cheese, salt and pepper and stir until cheese is melted.
Add cooked and drained pasta and stir to combine.
Melt 1/4 cup of butter and combine with Panko.
Stir until combined and spread on top of the prepared macaroni and cheese.
Preheat the broiler and place the skillet under the broiler until the bread crumbs turn golden brow. This will only take a few minutes so keep an eye on it.