Cook pasta according to package instructions.
Cook mushrooms and garlic in 1 tablespoon butter for about 5 minutes.
Remove from heat and set aside in a bowl.
In skillet, heat 3 tablespoons butter over medium heat.
Add in flour, whisking constantly, cooking for about a minute.
Add in milk, whisking constantly until it thickens. (Add more flour if it doesn’t thicken up within 5 minutes. Keep in lower heat as not to burn.)
Mix in thyme, salt, cayenne, and black pepper.
Remove from heat.
Stir in cheese, cooked pasta, and mushroom garlic mixture.
Top with breadcrumbs and cilantro.
Serve and Enjoy!