1 c. toasted bread crumbs
5 carrots, sliced & cooked
1 onion, sliced & cooked together with carrots
1 pkg. chopped spinach, cooked as directed on 10 oz. pkg.

Layer carrots and spinach with cream sauce (recipe below) 1/2 at a time. Top with bread crumbs. Bake in 350 degree oven, uncovered, for 30 minutes.

CHEESE SAUCE:

3 tbsp. butter, melted
3 tbsp. flour
1 1/3 c. milk
1/4 tsp. salt
Pepper
2 c. cheddar cheese

Blend butter and flour. Add milk, salt and pepper. Cook until thickened. Add cheese; stir until cheese melts.