Made this last night and we are eating leftovers today. Justin really liked this. I added in my suggestions in the text :)

3/4 lb. spaghetti, uncooked
3 cups small broccoli florets
3 carrots (3/4 lb.), cut into thin slices
Mushrooms (opt)
8 oz. pkg. PHILADELPHIA Cream Cheese, cubed
2 cup milk
1/3 cup KRAFT Grated Parmesan Cheese
1/4 cup (1/2 stick) butter
1/2 tsp. garlic powder or crushed garlic clove
Salt to taste
Pepper to taste
(I even added some seasoned salt, and whatever looked good)
Make It
COOK spaghetti in large saucepan as directed on package, adding vegetables to the boiling water the last 3 min. Or boil veggies in a seperate pot just a few minutes.
MEANWHILE, cook remaining ingredients in saucepan on medium-low heat until cream cheese is completely melted and mixture is well blended, stirring occasionally.
DRAIN spaghetti mixture; return to pan. Add sauce; toss to coat.
Kitchens Tips
Substitute
Prepare using PHILADELPHIA Neufchatel Cheese.
Special Extra
Prepare as directed, adding 1 cup thawed frozen peas and 1/4 cup crumbled cooked OSCAR MAYER Bacon or 1/4 cup OSCAR MAYER Real Bacon Bits to the sauce. Cook until heated through, stirring occasionally.
Special Extra
Stir in 1/4 tsp. nutmeg and 1/8 tsp. white pepper.