1 c. chopped onion
4 1/2 c. grated carrots
1 lb. chopped mushrooms
5 eggs
2 cloves garlic
1 c. fresh, whole wheat bread crumbs
1 c. grated Cheddar cheese
1/4 c. butter
Salt
Pepper
Basil
Thyme

Crush garlic into melting butter. Add onions and mushrooms and saute until soft.

Combine all ingredients (saving half the bread crumbs and cheese for the top). Season to taste.

Spread into buttered oblong baking pan. Sprinkle with remaining bread crumbs and cheese. Dot with butter.

Bake at 350 degrees for 30 minutes covered. Uncover and bake 5 to 10 minutes more.