2 lb. carrots, diced
1 stick butter
1/2 lb. Velveeta cheese, grated
Salt & pepper to taste
Crushed cornflakes
Butter

Cook carrots until tender. Drain well and add salt and pepper. Mix butter and cheese in a saucepan over medium heat. Stir constantly with a whisk. Put carrots in 1 1/2 quart casserole dish; pour cheese sauce over carrots. Top with cornflake crumbs. Dot with butter. Bake in 350 degree oven until bubbly and brown (about 20-30 minutes).