Preheat your oven to 350˚F.

In a large pot boil water. Add in carrots and egg noodles (if you are using fresh broccoli add them in here too) allow to boil for about 5 minutes, and drain.

In a large bowl combine milk, cream of mushroom soup, cheddar cheese, cream cheese, ham, salt and pepper. Once combined fold in the noodles.

spread mixture into a 9x13 baking dish, sprinkle with the bread crumbs cover with foil and bake for 30 minutes, uncover and bake another 10 minutes. Until it is lightly browned.