Boil the noodles until 1-2 minutes before al dente. Strain and set aside
In a pan on medium heat, add the butter. Once melted whisk in the flour and continuously stir for 1 minute (it should start to get golden)
Combine the whole mix and half & half and then slowly mix in to the flour. Once the sauce starts to thicken, remove the heat, add in the spices and 3C of the cheese blend and mix it all together
In a bowl, combine the noodles and the cheese sauce. In a baking dish, add half the noodle mixture, top with half the remaining cheese and repeat.
Combine the ingredients for the panko, sprinkle over the top and bake at 350 for 25-30 minutes
Enjoy!