Roasted Vegetables & Pasta with Bechamel Sauce

A grown up twist on Mac 'n' Cheese. Jaclyn Anderson brought this to me a long time ago, and it's been one of our favorites ever since!

2 lbs carrots
2 T dried basil
1-2 T olive oil

Preheat oven to 400.

Peel carrots and cut on the diagonal to 1/2 inch pieces. Spread on baking dish and drizzle with olive oil. Add basil. Toss to coat. Roast for about 15 minutes until slightly browned and softened.

Cook pasta.

Bechamel Sauce:
8 T butter
1/2 cup flour
4 cups milk, warmed
1/2 cup grated of each: cheddar, parmesan, swiss
2 T fresh thyme

1lb penne
1lb fresh spinach
1/4 cup carmelized onions
2-3 cups grated med/sharp cheddar for topping

Melt butter in medium saucepan over low/med heat. Whisk in flour; let bubble 3-4 minutes, stirring frequently. Whisk in warm milk, then cheeses and thyme. Continue to whisk over low until smooth and thick.

Spread spinach on bottom of 9x13 casserole dish. It will appear to take up the whole dish, but will cook down. Top with onions, then carrots and penne. Spoon on sauce, top with cheddar. Cover, bake 15-20 minutes until bubbly and heated through.