Preheat Oven to 400F Degrees.

In a large pot of salted boiling water-- cook pasta according to package directions. Drain excess water and run cold water through pasta to prevent sticking. Keep pasta in colander. Do not return to pot.

While pasta is cooking, microwave broccoli according to package directions minus 1 minute. Allow to cool. Line a baking sheet with aluminum foil or a baking mat. Spray baking sheet with cooking spray and brush red pepper, squash and carrots with olive oil. Bake for 10 minutes. Then add broccoli (drained if there is moisture) to the baking sheet. Continue baking for 5-10 minutes, or until vegetables have softened slightly. Remove from oven and set aside.

After pasta is cooked, use the large pot to heat olive oil over medium heat. Once hot, saute garlic and red pepper flakes until garlic is browned and fragrant. Do not over cook, as this will burn the garlic.

Whisk in flour and cook for 1 minute. Gradually whisk in heavy cream, stirring constantly until mixture is slightly thickened. This can take some time, approximately 10-15 minutes-- but it will thicken. Remove from heat.

Stir in shredded cheese until melted and smooth. Add salt and pepper to taste. Gently fold in macaroni and vegetables.

Turn oven to broiler setting. Grease a large (9x11 or 9x13 inch) casserole dish. Spread mac n' cheese in casserole dish and sprinkle panko breadcrumbs on top to completely cover.

Place under the broiler in oven for 1-2 minutes, until the top is slightly browned.