Chop the garlic and jalapenos. You'll need 2 jalapenos chopped WITH SEEDS, and 1 jalapeno chopped DESEEDED.

Set aside a large pot of water and bring to a boil. Once the water boils, add the pasta shells and cook according to the directions on the package.

Grate sharp cheddar cheese and set aside.

Set aside the butter and cream cheese so they come to room temperature.

Heat up a pot on medium heat, once hot, add oil followed by garlic. Cook for 30 seconds to avoid burning.

Add the chopped jalapenos and cook for 5-6 minutes or until softened.

Add 4 tbsp of butter and let it melt for about 30 seconds.

Now add the all-purpose flour. Stir well and cook for 2 minutes to form a roux.

Slowly, VERY SLOWLY, add the milk and keep stirring.

Once all the milk has been added, let the sauce warm up. Lower the heat to low-medium heat. This will take about 6-7 minutes. DO NOT BOIL THE SAUCE, it should just be hot.

You know the sauce is cooked once the back of a wooden spoon is coated with the sauce.

Now add the cream cheese a little at a time.

Whisk it in.

Reduce the heat to low. Slowly add the cheese - a little at a time and whisk it in.

Stir for a couple of minutes until the cheese sauce is hot.

Now add all your seasonings - garlic powder, paprika, black pepper, nutmeg, and a pinch of salt. You won't need a ton of salt in this recipe as cheese contains a good amount of salt already.

Cook for a minute. Your sauce is ready.

Drain the pasta and add the cooked pasta to the sauce.

It's so good. Turn off the stove.

Heat up a pan on low-medium heat, add 1 tbsp butter. Once the butter bubbles...

Add the panko crumbs.

Stir and cook for a minute or two until the panko crumbs brown.

Add the mac and cheese to a serving dish.

Top with cooked panko crumbs.