Heat oven to 350 degrees F.
Cook macaroni as directed on package. Meanwhile, melt butter in large saucepan on low heat. Stir in flour; cook 2 min. or until bubbly. Gradually stir in milk; cook on medium heat until mixture comes to boil, stirring constantly. Simmer on low heat 3 to 5 min. or until thickened. Add 1 1/2 cups cheese; cook and stir 5 min. or until melted.
Drain macaroni. Add to sauce with bacon; mix lightly. Spoon into 1 1/2 quart casserole; top with remaining cheese.
Bake 20 min. or until heated through.
Substitute: Prepare using KRAFT Shredded Mild Cheddar Cheese.
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