Step 1

Preheat oven to 350°F. Grease a 9x13 casserole dish, set aside.

Step 2

In a large pot, bring 2 quarts water to a boil. Cook egg noodles for 2 minutes. Add broccoli and carrots and cook 3 minutes more. Drain immediately. (You do not want to over cook your noodles, otherwise you will end up with a soggy casserole.)

Step 3

Combine milk, cream of mushroom soup, cheddar cheese, and cream cheese in a large bowl; until smooth. Fold in noodle mixture, ham and pepper.

Step 4

Spread the noodle mixture evenly in prepared baking dish. Sprinkle the bread crumbs evenly over casserole.

Step 5

Cover casserole with foil and bake at 350 degrees for 30 minutes. Uncover and bake an additional 10 minutes, or until topping is lightly browned.