Cook pasta according to package directions in salted boiling water and drain.

In a large pot, bring 6-8 cups of water to boil.

While you're waiting for your water to boil, cut the florets off of your cauliflower and peel and cut your carrots. Place cauliflower florets and carrots in the pot of boiling water, and allow them to cook for about 15 minutes, or until cauliflower is soft enough to mash with a fork.

Remove vegetables from pot and drain off any excess water.

Mash cauliflower with a fork and place 2 packed cups of mashed cauliflower in a high-speed blender. (I use Vitamix.)

Add carrots, oil, water, lemon juice, yeast flakes, and seasonings to your blender. Blend until smooth and creamy.

Pour cooked pasta back into a pot or bowl from your strainer. Pour all of your "cheese" mixture over your pasta and gently fold it together. At this point, you could serve your macaroni and "cheese," or you could take it a step further.

Spoon macaroni and "cheese" mixture into a 9 X 13 baking dish, and sprinkle Panko bread crumbs over the top. Place your dish under the broiler in the oven for about 1 to 2 minutes, tops. You just want the Panko bread crumbs to get nice and golden brown.

Serve hot.