Add water to a medium sauce pan and bring to a rolling boil. Add macaroni and bring back to boil, stirring occasionally. Cook for approximately 8 minutes.
While the pasta is boiling, cook Bacon, drain grease and set aside.
In the same pan, sauté mushrooms adding 1 tablespoon butter if mixture seems too dry. When mushrooms are cooked, set aside.
Chop bacon into small pieces and add to mushrooms.
When pasta is finished cooking, drain and return to pan.
In a medium skillet melt 2 tablespoons butter, remove from heat and stir in flour and salt. Add half & half and place back on low heat, stirring constantly.
Once the sauce begins to thicken, stir in cheese until it melts and sauce is smooth and creamy.
Combine cheese sauce with macaroni and stir in mushroom and bacon mixture.