In a medium sauce pan, over medium heat: melt the butter. Stir in the flour. Cook these two together for 2 minutes. Add the milk ¼ of a cup at a time whisking to fully incorporate before adding the next ¼ cup. It will thicken each time before you add more milk.
Add in the seasonings and cheese. Turn the heat off and stir until the cheese has melted and being combined into the sauce.
Toppings
To a frying pan on medium heat, add the diced bacon and mushrooms. Sauté until mushrooms are tender. Add the broccoli and toss to combine. Sauté for 5 minutes.
Combine
Drain the pasta and add it back to the pot you cooked it in. Add the sauce and toppings. Stir to coat everything evenly in the sauce. Serve and Enjoy!