1. Bring 2 1/2 quarts of unsalted water to a boil in a covered 4 1/2 quart (or larger) Dutch oven or soup pot. When the water reaches a rapid boil, add the pasta and cook according to package directions until firm-tender.

2. Heat the oil on medium in a 12-inch nonstick skillet. Peel and coarsely chop the onion, adding it to the skillet as you chop. Cut the carrots into 1/4-inch slices and add them to the skillet. Raise the heat to medium-high.

3. Add the mushrooms to the skillet and cook until they release their liquid, about 5 minutes. Stir frequently. Remove the skillet from the heat until the pasta is ready.

4. Drain the pasta and pour it into the skillet with the vegetables. Add the pesto and Parmesan and stir well to coat the pasta. Serve at once.

Approximate values per serving: 378 calories (29 percent from fat), 12 g fat (3.5 g saturated), 11 mg cholesterol, 15 g protein, 53 g carbohydrates, 329 mg sodium, 5 g dietary fiber.

If you need a new pepped-up pasta dish, try today's Peppy Pesto Pasta. Tricolored pasta looks best, but any short or small noodle will do.

Sara's notes: I added an extra tablespoon of pesto and increased parmesan to 3/4 cup. also may have added a few more noodles (I used farfalle.)