Break cauliflower into bite-sized pieces using hands.

Once water is boiling, add pasta and cook, 4 minutes.

After 4 minutes, add cauliflower and cook until pasta is al dente and cauliflower is tender, 3-5 minutes.

Reserve 3/4 cup pasta cooking water. Drain in a colander. Set aside. Reserve pot; no need to wipe clean.

While pasta and cauliflower boil, peel, trim, and cut carrot into 1/4" slices. If carrot is larger than 1" in diameter, halve before slicing.

Place a medium non-stick pan over medium-high heat and add 2 tsp. olive oil. Add carrots to hot pan. Stir often until lightly browned, 4-6 minutes.

Alternatively, skip cooking carrots and serve raw on the side for snacking.

Add 1/4 cup water and peas. Cover and cook until water has evaporated and vegetables are tender, 2-3 minutes.

Uncover and stir in butter until melted and combined. Season vegetables with salt and pepper to taste, if desired.

Remove from burner. Cover and set aside.

While vegetables cook, continue recipe.

Return pot used to cook pasta and cauliflower to medium-high heat. Add 1/4 cup reserved pasta cooking water, cream base, and mirepoix base to hot pot and stir until combined. Bring to a simmer.

Once simmering, stir in pasta-cauliflower mixture, cheddar, and half the Parmesan (reserve remaining for garnish) until melted and combined.

If mixture is too thick, add additional reserved pasta cooking water, 1 Tbsp. at a time, until desired consistency is reached. Season mac and cheese with salt and pepper, to taste, if desired.

Remove from burner.

Combine panko, a pinch of salt and pepper, and 2 tsp. olive oil on a microwave-safe plate. Microwave until panko is golden-brown and toasted, 1-2 minutes, stirring once halfway through.

Carefully remove from microwave.

Plate dish as pictured on front of card, topping pasta mixture with toasted panko and remaining Parmesan. Stir vegetables into mac and cheese, if desired. Bon appétit!