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Preheat oven to 375°F (190°C). Cook pasta according to package directions until al dente. Drain and set aside.

In a large skillet, melt 1/4 cup butter over medium heat. Add chopped onion and cook until softened, about 5 minutes. Add sliced carrots and cook for another 5-7 minutes, until slightly tender.
While carrots are cooking, prepare the cheese sauce. In a medium saucepan, melt 1/4 cup butter over medium heat. Whisk in flour and cook for 1 minute, stirring constantly, to form a roux.

Gradually whisk in milk until smooth. Bring to a simmer, stirring constantly, until thickened. Remove from heat and stir in shredded cheddar cheese, salt, and pepper until cheese is melted and sauce is smooth.

Add the cooked pasta and the carrot mixture to the cheese sauce. Stir gently to combine everything evenly.

Pour the pasta mixture into a greased 9x13 inch baking dish.

In a small bowl, combine breadcrumbs, grated Parmesan cheese, and melted butter. Sprinkle this mixture evenly over the pasta.

Bake for 20-25 minutes, or until the topping is golden brown and the bake is bubbly.

Let stand for 5 minutes before serving.


Preheat oven to 375°F (190°C). Cook pasta according to package directions until al dente. Drain and set aside.

In a large skillet, melt 1/4 cup butter over medium heat. Add chopped onion and cook until softened, about 5 minutes. Add sliced carrots and cook for another 5-7 minutes, until slightly tender.
While carrots are cooking, prepare the cheese sauce. In a medium saucepan, melt 1/4 cup butter over medium heat. Whisk in flour and cook for 1 minute, stirring constantly, to form a roux.

Gradually whisk in milk until smooth. Bring to a simmer, stirring constantly, until thickened. Remove from heat and stir in shredded cheddar cheese, salt, and pepper until cheese is melted and sauce is smooth.

Add the cooked pasta and the carrot mixture to the cheese sauce. Stir gently to combine everything evenly.

Pour the pasta mixture into a greased 9x13 inch baking dish.

In a small bowl, combine breadcrumbs, grated Parmesan cheese, and melted butter. Sprinkle this mixture evenly over the pasta.

Bake for 20-25 minutes, or until the topping is golden brown and the bake is bubbly.

Let stand for 5 minutes before serving.
