1/4 c. butter
1 c. thinly sliced onion
1/2 tsp. salt
1/2 tsp. pepper
2 c. milk
1 1/2 c. bread crumbs
4 c. thinly sliced potatoes
1/4 c. flour
1/2 tsp. paprika

Melt 2 tablespoons butter, add to bread crumbs. Set aside for topping.

Place onions and potatoes in a pan. Cover with water, add salt. Bring to a boil and boil, uncovered, for 5 minutes. Remove and drain. Melt remaining butter over low heat. Stir in flour, pepper and paprika. Add milk gradually, stirring until smooth.

Increase heat to medium and cook until bubbly and thickened, stirring constantly. Remove from heat. Arrange half of the potatoes and onions in a greased glass baking dish. Top with half the sauce. Repeat, ending with sauce. Sprinkle bread crumbs over top. Bake at 350 degrees for about 30 minutes, or until the potatoes are tender.