Cook your bacon- cut & set aside.
Prepare pasta noodles to package directions- cooking al dente so they hold up in the mixing process.
Drain & set aside in large covered pot.
Prepare your roux by melting your butter in a large pot over med/high heat.
Once it's almost melted quickly whisk in your flour & seasonings.
Keep it moving & wait for it to darken slightly & come to a thick creamy texture.
Whisk in your milk & increase your heat to high to get mixture to thicken- keep whisking.
Stir in your cheeses & heat until all cheese is melted & combined - at least 2-3 minutes.
Pour into your pot of noodles- add bacon-
Stir well to combine & coat everything with cheese.