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Gather all ingredients.
Heat bacon in a large Dutch oven over medium heat. Cook, stirring occasionally, until crisp, 8 to 10 minutes. Transfer to a paper towel-lined plate, reserving drippings.
Add carrots, onion, and celery to drippings and increase heat to medium-high. Cook, stirring occasionally, until softened, 6 to 8 minutes. Stir in garlic, salt, pepper, and cayenne; cook, stirring constantly, until fragrant, about 1 minute.
Add butter and cook, stirring constantly, until melted. Add flour and cook, stirring constantly, until lightly browned, about 2 minutes.
Stir in beer, and cook, stirring occasionally, until thickened, about 2 minutes.
Stir in broth and half-and-half; bring to a boil. Reduce heat to medium to maintain a simmer and cook, stirring occasionally, just until mixture lightly coats the back of a spoon, 12 to 15 minutes.
Stir in Dijon, Worcestershire, dry mustard, and hot sauce until fully incorporated. Remove from heat.
Add cheese, ½ cup at a time, stirring constantly until melted before adding more.
Serve hot, topped with popcorn and reserved bacon.