1/4 c. butter
1/4 c. flour
1 tsp. salt
1/4 to 1/2 tsp. pepper
2 c. milk
1 1/2 lbs. (4 med.) potatoes, sliced 1/8 inch thick
2/3 c. coarsely chopped onions
2 c. shredded Cheddar cheese (8 oz.)

Melt butter in 1 quart saucepan over medium low heat. Whisk in flour, salt and pepper. Cook, stirring 1 minute. Gradually whisk in milk. Cook and stir until sauce is smooth and thickened, 3 to 4 minutes.

Butter a 2 quart shallow baking dish; cover bottom with 1/4 cup of the prepared sauce.

Layer half of the potatoes, half the onions, half the remaining sauce and half the cheese. Repeat the layers.

Cover with foil and bake in 350 F. oven about 1 hour and 15 minutes until potatoes are tender. Remove foil. Bake 5 minutes longer. Yield: approximately 6 servings.