Melt butter in a 4 qt pot on med-high. Add flour and mix until smooth. It might be alittle lumpy but that's ok. Gradually add milk stirring constantly.

While milk mixture is cooking, chop your potatoes into really small pieces. Keep an eye on milk mixture and keep stirring so it doesn't stick.

When milk mixture has thickened, add potatoes and seasonings; salt, pepper, minced onion and garlic powder.

Bring to a boil while stirring constantly. Once boiling, turn down heat and simmer 10 minutes. You shouldn't have to stir at all however I like to give it one or two stirs while it simmers just so it won't stick.

After 10 minutes, turn it back up to med-high, and return to a slight boil stirring just to keep it from sticking and add remaining ingredients; sour cream, bacon and shredded cheese.

Stir until cheese is melted and serve. Enjoy!