In large pot boil carrots for 10 minutes, then add broccoli for 5 minutes. Drain through colander with a large bowl underneath to save water.

Set veggies aside & take boiled water & place back into same pot. Put in noodles to boil.

While noodle are boiling, take rest of veggies & saute in butter for 10 minutes & take off heat.

In 13x9 in. pan, mix all ingredients with only the package of shredded 5 cheese blend.

Cover with foil & place pan in oven @ 400° for 30 minutes.

Uncover pan, mix again & sprinkle parmesean cheese on top. Bake uncovered for 10 minutes or until cheese melts.

Serve with garlic bread & salad.