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Preheat your oven to 375°F. Lightly grease a 9x13 inch baking dish with butter or cooking spray.

Bring a large pot of salted water to a rolling boil. Add the elbow macaroni and cook according to package directions until al dente. Drain well and set aside.

While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 2 tablespoons of unsalted butter over medium heat. Whisk in the all-purpose flour and cook for 1 minute, stirring constantly, to create a roux.

Gradually whisk in the whole milk until smooth. Continue to cook, stirring frequently, until the sauce thickens and begins to simmer, about 3-5 minutes.

Remove the saucepan from the heat. Stir in the grated carrots, sharp cheddar cheese, Monterey Jack cheese, garlic powder, onion powder, salt, black pepper, and optional ground nutmeg. Stir until all the cheese is melted and the sauce is smooth and creamy.

Add the drained cooked macaroni to the cheese sauce and stir until evenly coated.

Pour the pasta mixture into the prepared baking dish, spreading it evenly.

In a small bowl, combine the panko breadcrumbs, grated Parmesan cheese, and 1 tablespoon of melted unsalted butter. Sprinkle this mixture evenly over the top of the pasta.

Bake for 20-25 minutes, or until the pasta bake is bubbly around the edges and the topping is golden brown and crispy. Let stand for 5 minutes before serving.


Preheat your oven to 375°F. Lightly grease a 9x13 inch baking dish with butter or cooking spray.

Bring a large pot of salted water to a rolling boil. Add the elbow macaroni and cook according to package directions until al dente. Drain well and set aside.

While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 2 tablespoons of unsalted butter over medium heat. Whisk in the all-purpose flour and cook for 1 minute, stirring constantly, to create a roux.

Gradually whisk in the whole milk until smooth. Continue to cook, stirring frequently, until the sauce thickens and begins to simmer, about 3-5 minutes.

Remove the saucepan from the heat. Stir in the grated carrots, sharp cheddar cheese, Monterey Jack cheese, garlic powder, onion powder, salt, black pepper, and optional ground nutmeg. Stir until all the cheese is melted and the sauce is smooth and creamy.

Add the drained cooked macaroni to the cheese sauce and stir until evenly coated.

Pour the pasta mixture into the prepared baking dish, spreading it evenly.

In a small bowl, combine the panko breadcrumbs, grated Parmesan cheese, and 1 tablespoon of melted unsalted butter. Sprinkle this mixture evenly over the top of the pasta.

Bake for 20-25 minutes, or until the pasta bake is bubbly around the edges and the topping is golden brown and crispy. Let stand for 5 minutes before serving.
