1 lb. carrots, sliced
1 tbsp. butter
1/2 tsp. basil
1/3 c. milk
1/2 c. shredded cheddar cheese
2 1/2 c. corkscrew macaroni
1 can Campbell's cream of celery soup

1. In covered saucepan, cook carrots until tender, drain.

2. In same pan, 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. 6 servings.