Prepare all of the ingredients. Start water boiling for pasta
In a pot over medium heat, add chicken broth and chicken. Cook for 15 minutes. Remove chicken from pot and shred.
In a frying pan over medium high heat, add bacon. Cook until crispy and remove to paper towel covered plate. Reserve 1 tbsp of bacon grease.
Add pasta to boiling water and cook as directed on package. Drain in colander.
In a large sauce pan over medium heat, add butter and reserved bacon. Once melted add garlic and cook for 3 minutes then add flour. Cook for 3 minutes more than whisk in chicken broth. Cook for 3 minutes more and whisk in salt, basil, and heavy cream. Cook for 3 minutes more and add cheese. Once melted add chicken, ¾ of bacon and spinach. Stir to cook at let cook for 3 minutes.
In a shallow bowl, place a portion of pasta and ladle sauce over top. Sprinkle with remaining bacon.