1/2 c. butter
1 1/2 c. half & half
4 c. clear chicken broth
16 oz. Cheese Whiz
1 tbsp. Worcestershire sauce
1 c. beer
Shredded carrots to taste
Shredded celery to taste
1 c. flour

Melt butter on low heat in large pan. Stir in flour until blended. Stirring constantly, add half & half. Add chicken broth and stir in Cheese Whiz. Top with popcorn.