1/4 c. water
2 tbsp. butter
1 pkg. (10 oz.) frozen whole kernel corn
1/2 c. shredded carrot
1/4 c. chopped onion
1/8 tsp. pepper
2 cans condensed cream of potato soup
2 c. milk
1 c. (4 oz.) shredded cheddar cheese
1/2 c. (2 oz.) shredded Provolone cheese

Bring water, butter, corn, carrot, onion and pepper to a boil in 3 quart saucepan. Cover and simmer 10 minutes. Stir in soup, then milk, cheddar and Provolone. Heat, stirring occasionally until cheese melts. Do not boil. Yield 7 to 8 cups.