1. Cook macaroni according to package directions; drain well.

2. Preheat oven to 350°F. Spray a 2 1/2-quart baking dish with cooking spray and set aside.

3. Place flour in a large saucepan over medium heat, gradually whisking in milk. Add mustard, garlic powder, salt, black pepper, red pepper and Worcestershire. Continue cooking until sauce thickens, stirring constantly.

4. Reduce heat to low. Stir in cream cheese until well blended; add 2/3 of shredded cheese and stir until melted. Add macaroni, stirring until well coated. Pour into prepared baking dish.

5. Toss remaining shredded cheese with breadcrumbs and sprinkle over top of macaroni; spray with cooking spray.

6. Bake for 20 minutes, or until golden on top and bubbling throughout.