Boil water in a large pot. Add cauliflower and carrots, set to low heat, simmer for 15 minutes with cover on.
Drain the veggies and add to the food processor. Process at high speed for 15-20 seconds and set aside.
Preheat oven to 350 degrees F.
In the same large pot, boil pasta as directed on the box.
While the pasta is cooking, grate both cheeses.
In this same pot, add 3 tablespoons of butter and minced garlic. Sauté for 2 minutes.
Add the pasta back into the pasta as well as the veggies. Stir together.
Add the milk and cheese until mixed well and cheese is melted.
In a small saucepan, melt remaining 2 tablespoons of butter, add bread crumbs, paprika, black pepper, and cayenne pepper. Stir together well.
In a large casserole dish, add macaroni and cheese. Spread evenly throughout the dish.
Sprinkle the bread crumb mixture on top.
Bake in oven for 15 minutes. Let sit for 3-5 minutes and enjoy!