Macaroni & Cheese Primavera

1lb macaroni
1 large onion
3 large plum tomatoes
3 garlic cloves
1 medium carrot
1/2c chicken broth
1-1/2t basil
10oz frozen spinach, thawed, squeezed dry

SAUCE

1-1/2c reduced-fat Cheddar cheese
1/3c flour
3c skim milk
2T Parmesan cheese
1T Dijon mustard
1t salt
1/2t pepper

TOPPING


1 slice white sandwich bread
2T Parmesan cheese

1.   Preheat over to 350x.  With nonstick cooking spray grease
     shallow 3-qt (13 x 9) baking dish; set aside.
2.   In large saucepan of boiling, salted water, cook macaroni as
     directed.  Drain; rinse with cold water.  Set aside.
3.   Dice onion and tomatoes; mince garlic.  Pare and finely grate
     carrot. In large saucepan combine chicken broth, onion and
     garlic, heat to boiling.  Reduce heat, simmer 7 minutes or
     until is tender and broth has evaporated.  Add tomatoes and
     basil; cooking 3 minutes.  Add carrot and spinach, mix well,
     set aside.
4.   Make sauce.  Grate cheddar.  Place flour in small bowl,
     gradually add 1/4c milk, stirring until blended.  Put
     remaining milk in medium saucepan.  Whisk in flour mixture
     till blended.  Heat to boiling over low heat whisking.  Reduce
     heat and simmer 2 minutes.  Add cheddar, 2T Parmesan, the
     mustard, salt and pepper; heat until cheese melts, stirring to
     blend.
5.   In large bowl, combine macaroni, veg. mixture and sauce mix
     well. Pour into baking dish.
6.   Make topping.  Tear bread in half, place in food processor. 
     Make crumbs.  Combine with Parmesan cheese mix and sprinkle
     over macaroni.  Cover with foil and bake 20 minutes.  Uncover
     and bake 20 minutes or until bubbly.

8 servings:
374 cal, 6g fat, 19mg chol.