Cook and drain fettuccine as directed on package. Meanwhile, in 10-inch skillet, cook bacon over medium-high heat until crisp; drain on paper towels. Discard drippings.
In same skillet, heat butter and half-and-half over medium heat, stirring frequently, until butter is melted and mixture starts to bubble. Reduce heat to low. Simmer 6 minutes, stirring frequently, until slightly thickened; remove from heat. Stir in cheeses, pepper and bacon.
In large serving bowl, toss fettuccine with cheese sauce until well coated. Top with basil.