4 c. cauliflowerets, finely chopped
1 c. thinly sliced carrots
2 c. water
1/2 c. chopped onion
1 tbsp. butter
1/3 c. all-purpose flour
3/4 tsp. salt
1/8 tsp. pepper
2 c. milk
8 oz. am cheese, cubed

In a saucepan, cook the cauliflower and carrots in water until tender; set aside (do not drain). In a skillet over medium heat, brown the onion in butter. Add flour, salt and pepper. Gradually add the milk; bring to a boil. Cook and stir for 2 minutes. Add cauliflower and carrots with cooking liquid; heat through. Stir in the cheese until melted.

Yields 6 to 8 servings.