1 lb. carrots, diagonally sliced
1 tbsp. butter
1/2 tsp. dried basil
1 can Campbell's cream of celery soup
1/2 c. milk
1/2 c. shredded Cheddar cheese
2 1/2 c. cooked corkscrew macaroni

In covered saucepan, in 1/2 inch boiling water, cook carrots until tender; drain.

In same saucepan, heat butter over low heat. Cook basil 1 minute, stirring constantly. Stir in soup, milk and cheese. Heat until cheese melts. Add carrots and pasta; toss to coat. Heat. Serves 6.