Creamy and cheesy macaroni and cheese...What could possibly be better? Adding jalapeños, that's what! This dish is a playful combination of Mac and Cheese and delightfully spicy Jalapeño Poppers! I Love pasta, cheese, and spicy foods, and I love this dish because I am able to enjoy all three at the same time. I recently found myself daydreaming about Atomic Mac'N'Cheese bites, and how I could enjoy spicy macaroni in a different way. I had just bought a bunch of peppers for other instructables and I knew immediately I HAD to make this dish, and I'm so glad I did! This is not a super spicy mac and cheese, but more a subtle hint of the peppers like you would find in a jalapeño popper (or maybe even a tad milder). Lets get started!

You Need:

1/2 pound uncooked pasta
4-6 jalapeños
2 1/2 cups milk
8oz cream cheese (one block)
2 1/4 cups shredded cheddar cheese (divided)
2 tsp garlic powder
2 tsp salt
1 tsp ground black pepper
2 tbls butter
3/4 cup panko bread crumbs

Step 1: Boil the Pasta

This step is pretty basic, but hey, you need to have cooked pasta, so lets just get it going! I used rotini because it's what I had on hand. The sauce really sticks nicely to all the groves, it was rather lovely. If you don't want to use rotini, feel free to use elbows, or really whatever you want. Just follow the cooking instructions on the box. NOTE: this recipe requires 1/2lb (8oz) of pasta which is only 1/2 a regular box. Don't use the whole box or you will have way too much pasta and not enough sauce! Once the pasta is cooked, drain it and return it to the pot.

Step 2: Prepare the Jalapeños

This dish is not super-super spicy, but it does have a little heat to it. If you're really sensitive to spice, only use 4 jalapeños. If you like traditional poppers, go ahead and use all 6. I used all 6 and I thought it was perfect! You may wish to wear gloves when preparing the peppers. The oils do tend to stick to your fingers and will burn your eyes ect. if you touch them.

Preheat the oven to 400°F and cut the stems off of 5 jalapeños, reserving 1 for garnish.
Cut the peppers in half lengthwise and carefully cut out the seeds and discard them. If you want a really spicy mac and cheese, you can opt to leave the seeds in a few of the halves. The more seeds you leave in, the hotter it will get.
Put the peppers on a small pan (I used a circular cake pan) and bake them for 10 minutes. Remove them from the oven and lower the temperature to 350° (the temperature needed to bake the macaroni)
While the peppers roast, take your remaining pepper and cut it into thin slices. Put these slices to the side for later.
Let the roasted pepper sit until cool enough to handle and slice into strips, and then dice. I kept my pieces pretty big because I wanted a nice size chunk of pepper to bite into. If you do not want big pieces in your mac and cheese, simply make smaller strips/dices.

Step 3: Make the Creamy Cheese Sauce

When I first made this sauce I cut the cream cheese into cubes and slowly melted it into the milk. I found the cream cheese to take forever to melt, and I recommend microwaving the cream cheese cubes in the microwave first to get them soft. This is where my failure comes to your rescue, your welcome!

Cut the block of cream cheese into chunks and microwave them for 1-2 minutes depending on your microwave. Check it after 45 seconds and continue cooking in 20-30 second intervals until its softened.
Over medium heat warm the milk, garlic, salt and pepper. Add the melted cream cheese and continue to heat. Stir it occasionally to prevent the milk from scalding.
Once the milk it hot and just before it starts to simmer, add 1/4 cup of cheddar cheese and stir until melted through. Continue to add the cheese in 1/4 cup increments until you have added 2 cups of cheese. Once its all melted, your sauce is ready for assembly!

Step 4: Make the Crunchy Topping

This topping is really easy to make. In fact, it's just one easy step. Ok technically its 2 steps, but I'm putting it into one because it really doesn't need 2 steps, haha.

Melt the butter in a small bowl, add the panko, and mix until combined.

Boom! Topping complete!

Step 5: Assemble/Bake the Mac and Cheese

This is my favorite part about making macaroni and cheese. It's the step where it starts to come together and at this point, you just can't wait to eat it!

Add the diced peppers and cheese sauce to the drained noodles and mix well to get everything combined and evenly coated.
Pour the macaroni mixture into a casserole dish. I used a 7x10 rectangle but feel free to use and 8x8 square dish. It really doesn't matter which you use.
Sprinkle the panko mixture over the top and bake the dish for 20 minutes at 350°F.
Remove the macaroni from the oven and top it with the remaining 1/4 cup of cheese, and sliced jalapeños.
Return the dish to the oven and bake it for an additional 5 minutes until the cheese melts on top.

NOTE: The first time I made this I added the cheese and peppers before baking and baked it for 25 minutes straight. This ended with a crunchy cheese topping that I personally didn't care for. If you're part of the large population that DOES like that crunchy cheese topping, skip steps 4 and 5. Just add all the toppings in step 3 and bake only once for 25 minutes.

And that's it, folks! Scoop some onto a plate and enjoy!

If you like this recipe you may want to try my other variations of jalapeño poppers: Jalapeño Popper Grilled Cheese and Cheesy Jalapeño Popper Dip!