Roast the carrots: Preheat the oven to 400 degrees. Peel then halve the carrots, then cut into wedges (like steak fries). Toss the carrots on a baking sheet with a drizzle of oil and a pinch of salt and pepper. Place in the oven for about 25-35 minutes, until soft and caramelized.

Halve, peel, and mince the onion. Heat 4 Tablespoons butter in a medium oven-proof pan over medium heat. Add the onion to the pan and cook, tossing, for 5-6 minutes, until very soft. Add the milk and 1 cup water to the pan and bring to a boil. Add the pasta to the pan and cook, stirring very often, until pasta is al dente and sauce has thickened, 10-12 minutes. TIP: If the sauce becomes too thick before the pasta is al dente, simply add a splash of water.

A few minutes before the pasta is ready, remove the roasted carrots from the oven and set the broiler to high (or oven to 500 degrees). In a small bowl, combine the panko with a drizzle of olive oil, and a pinch of salt and pepper.

Remove the pan from heat and stir in the cheddar cheese. If you do not have an oven-proof pan, now is the time to transfer the mixture to a large (9x13”) baking dish. Sprinkle with the panko mixture and place under the broiler for 2-3 minutes, until golden brown.

Serve the macaroni and cheese straight out of the skillet, with the roasted carrots to the side. Enjoy!