1. Place carrots and 1/4 cup water in a large microwave-safe bowl. Cover tightly with plastic wrap; fold back a small edge to allow steam to escape. Microwave at HIGH 8 to 10 minutes or until carrots are tender. Drain.
2. Stir in butter. Coarsely mash carrots with a potato masher.
3. Prepare potatoes according to package directions, using 2 1/2 cups milk. Stir in cheese, next 3 ingredients, and carrot mixture until well blended.
Note: For testing purposes only, we used Ore-Ida Frozen Mashed Potatoes. Do not use refrigerated mashed potatoes.