3 pounds carrots, peeled cut into 1/2 inch rounds
2 tablespoons honey
1/3 cup fresh orange juice
1/2 cup butter, cut into pieces, room temperature
1 1/2 tablespoons minced peeled fresh ginger
1 tablespoon grated orange peel
1 tablespoon fresh lemon juice

1. Boil carrots and 1 1/2 tablespoons honey in large pot of salted water. Stop when carrots are very tender, about 25 min. Drain well.

2. Return carrots to same pot; stir over medium heat until any excess moisture evaporates.

3. Meanwhile, bring orange juice to simmer in heavy small saucepan over medium heat. Add butter, ginger and orange peel; whisk until butter melts. Whisk in lemon juice and remaining honey.

4. Puree half of carrots and half of juice mixture in processor until smooth. Transfer to large bowl. Repeat with remaining carrots and juice mixture.

5. Season to taste with salt and pepper. (Can be prepared 1 day ahead. Cover and refrigerate. Rewarm carrots in microwave oven on high about 4 minutes or rewarm in saucepan over medium-low heat, stirring frequently.)