Melt butter in a saucepan over medium heat. Slowly pour in milk while stirring. Stir frequently until it comes to a boil. Add cheese mixture in small amounts at a time. Continue stirring until sauce thickens.

In a separate sauté pan cook bacon until crisp, then crumble. Add to pan butter, onions and garlic. Cook until transparent.

Mix pasta and cheese sauce. Top with bacon, onion and garlic mixture. Serve.

Optional: Add fresh basil once baked for extra flavor.