2 pkgs. frozen asparagus
1 lb. carrots, cut round
2 boxes fresh or frozen mushrooms

SAUCE:

4 tbsp. butter
1 tbsp. flour
2 c. milk
Dash of Worcestershire sauce
1/2 lb. pkg. Old English cheese

Briefly cook asparagus and carrots. Brown mushrooms in butter. Prepare sauce as you would for white sauce. Add cheese ( in cubes) to white sauce. Layer asparagus, carrots and mushrooms. Pour white sauce with cheese added over layers and bake for 30 minutes at 350 degrees.