2 lbs. sliced carrots, parboiled (about 4 cups)
1/2 lb. Velveeta cheese, sliced
1/2 stick butter
1 or 2 med. onions, chopped and sauteed in butter
1 sm. can mushrooms, chopped
1 sm. can black olives, chopped (optional)
1 c. soda cracker crumbs, soaked in butter from sautéed onions

Butter a 1 1/2 to 2 quart casserole dish. Spread 1/2 of the carrots in the casserole.

Put half of the cheese slices over the carrots. Sprinkle with half the onions, half the black olives and half the mushrooms. Repeat layers. Top with cracker crumbs tossed in melted butter.

Bake uncovered at 350°F for 30 minutes.