Cook the pasta and drain.
Measure out seasonings and Worcestershire sauce and set aside.
Preheat oven 350 degrees.
In a 4 quart Dutch-oven, melt butter.
Stir in the flour, Worcestershire, mustard powder, garlic powder, onion powder, and salt. Cook over low heat stirring constantly until smooth.
Add in the milk and heat until bubbling, stirring constantly.
Once bubbling, stir in cream cheese and 3 cups of cheddar until melted.
Add pasta to the mixture and stir until combined. If baking in a casserole dish, transfer the mixture. Top with about 1 cup of shredded cheddar.
Bake for 20 minutes, until heated through.
Broil for a 3-5 minutes until the cheese reaches desired crust.
Remove from oven and let it stand for about 10 minutes.
Serve.