COOK pasta as directed on package. Meanwhile, brown meat in large deep skillet on medium-high heat; drain.
ADD carrots and onions to skillet; cook 5 min., stirring occasionally. Drain pasta. Add to meat mixture in skillet along with the milk, peas and VELVEETA; stir. Reduce heat to medium-low; cook 5 min. or until VELVEETA is melted and mixture is heated through, stirring occasionally.
SPRINKLE with the shredded cheese.