Bring a large pot of salted water to a boil. Add macaroni. After the macaroni has been cooking for 4 minutes add in the broccoli florets and carrots, cook for another 4 minutes. Then add in the spinach and cook for an additional 30 seconds. Drain the pasta and set aside.

While the pasta cooks melt butter over medium heat in a large skillet.  Add minced shallot and garlic and cook 1 minute, or until fragrant.

Add flour and cook over low heat stirring with a whisk. Cook for 2-3 minute, until light brown.

Whisk in milk and broth. Continue to whisk until it becomes thick (about 3-5 minutes), remove from heat, and mix in the cheese. Add salt and pepper.

Mix in the macaroni and vegetables.

Serve immediately,