In 4-quart Dutch oven, melt butter over medium heat. Add carrots, celery and onion; cook about 10 minutes, stirring occasionally, until celery and onions are transparent.
Stir in flour, paprika, black pepper and ground red pepper. Add broth; heat to boiling over medium heat. Boil and stir 1 minute.
Reduce heat; stir in whipping cream and cheese. Heat until cheese is melted, stirring occasionally. Stir in beer. If desired, serve with popcorn.