Preparation 1. WHISK FLOUR INTO BUTTER Preheat oven to400°. Microwave half and half at HIGH for 1 1/2 minutes. Melt butter in a large skillet or Dutch oven over medium-low heat; whisk in flour until smooth. Cook, whisking constantly, 1 minute. 2. WHISK IN WARM HALF AND HALF AND CREAM CHEESE Gradually whisk in warm half and half and cream cheese, and cook, whisking constantly until cream cheese is melted, 5 minutes until thickened. 3. WHISK IN CHEESE Whisk in salt, black pepper, 1 cup shredded cheese, and, if desired, red pepper until smooth; stir in pasta. Spoon pasta mixture into a lightly greased 2-qt. baking dish; top with remaining cheese.
Top with bread crumbs, bacon crumbles and or parmesan cheese.
Bake at 400° for 20 minutes or until golden and bubbly.