Place 1 inch of water in a large saucepan; add carrots and boullion. Bring to a boil. Reduce heat. Cover and simmer for 7-9 minutes or until crisp-tender.
Meanwhile, in another large saucepan, combine process cheese and butter. Cook and stir over low heat until melted. Add the cream cheese, onions, salt and pepper. Cook and stir until cream cheese is melted.
Drain carrots; stir into the cheese sauce. Transfer to a greased shallow 2 quart baking dish. Cover and bake at 350 for 20-25 minutes or until bubbly.