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You need Pasta of your choice (I used shells).
Use Butter.
You need All purpose flour.
You need to prepare Salt.
You need Black pepper.
Provide Onion powder.
You need Heavy cream.
You need to prepare Shredded cheddar cheese, add more if needed (I used a 3 cheese blend).
Use Ground mustard.
Use Worcestershire sauce.
Prepare Italian panko breadcrumbs.
Use Shredded cheese.
Provide Red pepper flakes.

Preheat oven to 400°F. I used two 12 oz ramekins but any comparable bowl will work..
Boil water in small pot, add pasta, boil until cooked but still somewhat firm to the bite. Drain and reserve..
In the same pot, melt butter over medium high heat. Stir in flour, salt, pepper, onion powder, and cream and whisk until smooth. Heat, stirring constantly for about two mins until mix starts to thicken. Reduce heat to low and add cheese, dry mustard, Worcestershire sauce, and red pepper flakes (if desired). Add cheese in small batches until you reach your desired consistency. Add pasta to mix..
Spoon pasta mixture into ramekins. Sprinkle with breadcrumbs and shredded cheese on top of each ramekin..
Bake for about 10-20 minutes or until top is melted and browned. I bake mine about 20 mins because I like a crunchy crust. Let cool for 10 mins before serving, filling will be hot..

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