Begin by boiling a large pot of salted water over high heat. Add the elbow macaroni and cook according to package instructions until al dente, about 7–8 minutes. Drain and set aside to cool slightly.

In a medium saucepan, melt 2 tablespoons of butter over medium heat, stirring constantly. Whisk in 2 tablespoons of flour, cooking for 1-2 minutes until golden. Gradually pour in 1 cup of warm milk and 1/4 cup of heavy cream, whisking until thickened, about 3-4 minutes.

Reduce heat to low and stir in 1 cup of sharp cheddar cheese and 1 cup of mozzarella cheese. Add 1 teaspoon garlic powder, 1/2 teaspoon smoked paprika, and season with salt and pepper. Stir until all cheese melts, creating a creamy sauce.

Gently fold the drained elbow macaroni into the cheese sauce until evenly coated. Stir well for about 1-2 minutes. Set aside to cool slightly.

Heat a large skillet over medium heat. Butter one side of each tortilla using about 1 tablespoon of soft butter.

Place one tortilla, buttered side down, into the heated skillet. Sprinkle cheese, then add approximately 1/2 cup of mac and cheese filling. Fold the tortilla and press down lightly.

Cook quesadilla for 2-3 minutes until golden brown, then carefully flip and cook the other side for an additional 2-3 minutes. Remove from skillet and repeat with remaining tortillas.

Let cool for a minute before slicing into wedges. Serve hot with dipping sauces like sour cream, salsa, or hot sauce.