Step 1

Preheat oven to 350°F. Spray a 9×13-inch baking dish with nonstick spray.

Step 2

In a large skillet, brown the beef over medium-high heat until no longer pink. Remove the the cooked beef and place in a paper towel-lined bowl to absorb excess grease.

Step 3

Add the onion, bell pepper and carrots (if desired) to the skillet and sauté 3 minutes. Stir in the garlic and cook an additional minute.

Step 4

Stir in the drained tomatoes, tomato paste, Italian seasoning, salt, pepper, and Worcestershire sauce. Add the beef back in. Simmer for a few minutes until heated through.

Step 5

In a large pot, boil noodles according to package instructions, drain, and transfer to a large bowl. Stir in the cream cheese and butter until well coated

Step 6

In the bottom of the baking dish, spread half of the noodles. Top with half of the meat mixture. Repeat with the remaining ingredients. Evenly cover the top with cheddar and mozzarella.

Step 7

Bake 25 minutes. Serve while warm.