Cook pasta, drain and set aside

In large sauce pan, melt butter and add flour, salt & pepper. Stir to make roux, cook for 1 to 2 minutes.

Slowly add in milk, whisk together, cooking over medium heat until starts to thicken. Remove from heat and stir in 3 cups of shredded cheese.

Add in the pasta and stir together. If too thick stir in extra milk.

Coarse chop bacon and stir into pasta and cheese mixture.

Prepare a 13x9 pan with Pam. Pour half of Mac & Cheese in and spread evenly. Then sprinkle 1/2 cup shredded cheese over top. Pour remainder Mac & Cheese and spread over top. Sprinkle last 1/2 cup shredded cheese on top.

Bake at 350 degrees for 25 minutes or until hot and bubbly. Enjoy!