1/4 c. butter
1 sm. onion, minced
3 tbsp. flour
1 tsp. salt
2 tsp. chili powder
Pepper to taste
2 c. milk
5 c. crisp-cooked, sliced, peeled carrots
5-6 slices Cheddar cheese
Croutons or potato chips, crushed, if desired

Saute onion in butter in saucepan 2-3 minutes. Blend in flour and seasonings. Gradually add milk and cook, stirring until thickened. Put half the carrots in 2-quart baking dish and cover with half the cheese; repeat layers and pour sauce over top.

If desired, sprinkle with dried bread crumbs, croutons or crumbled potato chips. Bake at 350 degrees for 25 minutes.