Prep Time: 30 mins  Cooking Time: 30 to 40 mins

Ingredients:
4 carrots (peeled and cut into 1 inch pieces)
4 cups fresh baby spinach (washed and patted dry)
2 cups dry macaroni pasta
1 cup shredded cheddar cheese
1/2 cup  shredded parmesan cheese
2 tablespoons flour
2 cups lowfat milk
1 tablespoon butter
1/2 cup bread crumbs
salt & pepper

Boil carrots for 8 minutes and puree in food processor.  Set aside. Puree uncooked fresh spinach in food processor. Set aside. In a medium pot, boil macaroni for 4 to 5 minutes and drain immediately. Should be al dente. Meanwhile, melt butter in a large pot over medium heat. Add flour and continue stirring constantly. Gradually add milk and a dash of salt. Crack a generous amount of fresh pepper into pot and continue stirring constantly with a whisk until blended. Cook until thick. Add cheeses and continue to stir until melted. Add pureed carrot and spinach and blend with cheese.  Add cooked macaroni to cheese sauce, stirring until well blended. Spoon mixture into a 9 inch square baking dish. Sprinkle with breadcrumbs. Bake at 350° for 20 to 25 minutes or until browning and crunchy on top. Serves 4.