COOK pasta as directed on package, omitting salt. Meanwhile, brown meat in large deep skillet or Dutch oven on medium-high heat; drain. Add carrots and onions; cook 5 min., stirring occasionally.

DRAIN pasta. Add to meat mixture with milk, peas and Cheez Whiz; stir. Simmer on medium-low heat 5 min. or until heated through, stirring occasionally.

TOP with shredded cheese.