Preheat oven to 350°. Grease a 2 qt casserole.
Shred 1 large carrot, 1/2 medium onion, and 1 medium zucchini.
Finely chop 1 cup broccoli florets and 1 cup cauliflower florets.
Cook and drain according to package directions 8 ounces small macaroni shells.
In a saucepan, melt 4 TB unsalted butter. Whisk in until smooth, just about 2 minutes, 4 TB whole wheat flour. Slowly whisk in 2 cups milk, and bring to a simmer, cooking until thickened, about 2 minutes. Whisk in 1/2 tsp. onion powder, 1/4 tsp. paprika, and 1/8 tsp. ground nutmeg.
Stir in shredded and chopped vegetables and 8 ounces of grated or crumbled extra sharp cheddar cheese and 2 ounces cream cheese.
Mix cooked pasta into vegetable cheese sauce. Pour into greased 2 qt. casserole dish. Bake about 30 minute until bubbly. Enjoy!