Melt the butter in a medium saucepan over medium heat. Add the flour and whisk to combine. Cook for 2-3 minutes.

Add the jalapenos, red pepper flakes, garlic powder, and paprika. Stir to combine and cook for an additional 30 seconds.

Carefully pour in the milk and whisk to ensure all there are no flour lumps. Heat until the milk steams.

Combine the cream cheese and stir constantly until the cream cheese melts. The mixture will begin to thicken.

After the cream cheese melts, remove the pan from the heat and slowly add the cheese a little at a time, stirring intermittently.

Once the cheese is incorporated, taste the sauce and add salt.

Pour the sauce over the cooked noodles and stir to coat.

Place the macaroni and cheese into the prepared casserole dish.

Place 1 tablespoon of butter and breadcrumbs in a small skillet over low heat. Stir to combine. Continue to stir until the breadcrumbs begin to brown slightly then remove from heat.

Add the panko breadcrumbs and press lightly so the breadcrumbs adhere to the noodles.

Bake in a preheated oven for 12-15 minutes.

To get a crunchy, golden crust, turn the broiler on low for the last 2-3 minutes. Remove and serve.