1. Cook pasta according to package directions. Drain & set aside.
2. Meanwhile, in a small bowl mix flour, garlic powder & cayenne pepper. Stir in milk until smooth. Set aside.
3. In a large skillet, heat oil over medium-high. Add carrots, onion & pepper mix. Saute 3 minutes. Add beef & cook 7 minutes, or until cooked thoroughly.
4. Reduce heat to low. Add spinach, milk mixture & cheese. Mix thoroughly.
5. Remove from heat. Add macaroni & serve immediately.