In a soup pot, melt butter over medium heat. Add the potatoes and onions and saute for 5 to 7 minutes or until tender. Add the flour, stirring until the vegetables are well coated. Add milk, bacon bits, salt and pepper; mix well.
Cook for 20 minutes, stirring occasionally. Stir in the cheese and cook for 5 to 7 minutes, or until cheese has melted. Serve immediately.
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