12 medium carrots, sliced
1 large onion, cut into 1/4 inch slices
2 c. frozen peas
1 1/2 c. (6 oz. ) shredded cheddar cheese
4 tbsp. butter/marg, divided
2 tbsp. all purpose flour
1 tsp. salt
1/4 tsp. pepper
1/4 tsp. ground nutmeg
2 1/2 c. milk
1 c. crushed butter flavored crackers (about 25 crackers)

Place carrots and a small amount of water in a saucepan; cook over medium heat until crisp-tender, about 6 minutes. Add onion; bring to a boil. Reduce heat; cover and simmer for 4-6 minutes or until onion is crisp-tender. Drain. Add peas and toss. Place 4 cups in greased shallow 3 quart baking dish; sprinkle with cheese. Top with remaining vegetables. In a saucepan over medium heat, melt 1 Tbsp. butter. Stir in flour, salt, pepper and nutmeg until smooth. Gradually add milk, stirring constantly. Bring to a boil; Boil and stir for 2 minutes. Pour over the vegetables. In a small saucepan or skillet, combine cracker crumbs and remaining butter; cook and stir over medium heat until toasted. Sprinkle over casserole.

Bake uncovered, at 350°F for 30-40 minutes or until bubbly.

Yield 12 servings.