Preheat the oven to 425° F. Bake the fries according to package directions. When done, remove from oven and set aside.
While the fries are cooking, heat the oil in a large Dutch oven or saucepan over medium-high heat. Add the mushrooms and cook, stirring frequently, until softened, about 5 minutes.
Add the meat, carrot, garlic powder, and pepper and cook, breaking up the large pieces, until the meat is no longer pink and the carrot is tender, about 5 minutes. Drain excess fat and season with salt and additional pepper to taste.
Stir in the soup, milk, and, 1½ cups of the cheese (the mixture will seem very thin at this point, but don’t worry). Heat, stirring frequently, until the mixture comes to a simmer. Remove from the heat.
Arrange half the cooked fries in a 9 x 13-inch baking pan or dish. Top with the meat mixture, the remaining half cup of cheese, and the remaining potato smiles. Cover loosely with aluminum foil, and bake until the mixture is bubbly, about 10 minutes.