3 cups chicken broth
2 large carrots, scraped and shredded
2 cups milk
1/2 box Velveeta cheese
1 pound hamburger, cooked and drained
1 box macaroni and cheese
Salt and pepper to taste

In a skillet, brown hamburger until no longer pink. Drain and set aside.

In a large stockpot, combine chicken broth and shredded carrots. Cook for 10 minutes, or until the carrots become tender. Add the milk, Velveeta and cheese mix package from the macaroni and cheese box. Stir until well combined and the cheese mix is dissolved. Add the cooked hamburger and the macaroni from the package. Cook until the macaroni is tender, about 8 minutes or so. Season with salt and pepper.