2 1/2 tbsp. butter
1/2 small onion, minced
1 tbsp. flour
1/2 tsp. seasoned salt
1/2 tsp. seasoned pepper
1 c. milk
3 c. carrots, sliced, cooked & drained
3 slices American or Cheddar cheese
1 c. soft bread crumbs

Cook carrots first. Melt 1 1/2 tablespoons butter and sauté onions in it until limp. Stir in flour, salt and pepper. Gradually add milk, stirring constantly. Cook, stirring until mixture thickens and set aside.

Arrange cooked carrots in a layer in bottom of a casserole. Place cheese over carrots. Repeat layers. Pour sauce over carrots. Melt remaining butter and add to soft bread crumbs. Toss to mix. Sprinkle over casserole. Bake at 350°F for 25 minutes.