Ingredients

3 cups fresh broccoli florets3 cups fresh cauliflowerets2 cups julienned carrots1 small onion, diced1/2 teaspoon garlic powder1/2 teaspoon Italian seasoning1/8 teaspoon salt1/8 teaspoon pepper8 ounces elbow macaroni, cooked and drained2 cups shredded part-skim mozzarella cheese2 cups shredded cheddar cheese8 ounces process cheese (Velveeta), sliced3/4 cup half-and-half cream3/4 cup seasoned bread crumbs1/4 cup butter1/2 cup grated Parmesan cheese

Preparation

Place broccoli and cauliflower in a steamer basket. Place in a saucepan over 1 in. of water; bring to a boil. Cover and steam for 5-8 minutes or until crisp-tender. Rinse in cold water; drain and set aside. Repeat with carrots and onion, steaming for 4-5 minutes or until tender.

Place vegetables in a large bowl; add the garlic powder, Italian seasoning, salt and pepper. Stir in macaroni. Spoon half into a greased 3-qt. baking dish. Sprinkle with half of the mozzarella, cheddar and process cheese. Repeat layers.

Pour cream over the top. Sprinkle with bread crumbs; dot with butter. Top with Parmesan cheese. Bake, uncovered, at 350° for 30-40 minutes or until bubbly.