5 med. carrots, sliced (1 1/2 c.)
1 med. onion, sliced
1 (10 oz.) pkg. frozen leaf spinach
3 tbsp. butter
3 tbsp. all-purpose flour
1 1/2 c. milk
1 c. shredded process cheese
1/4 tsp. salt
Dash of pepper
1/2 c. buttered soft bread crumbs

Cook carrots and onion covered in small amount boiling salted water until almost tender, about 8 minutes. Drain. Cook spinach following package directions. Drain.

For sauce, melt butter; blend in flour; gradually stir in milk. Cook and stir until thick; remove from heat. Add cheese, salt, and pepper, stirring until cheese melts. Place half the spinach in ungreased 1 quart casserole. Cover with half the carrots and onions; top with half the cheese sauce. Repeat. Top with crumbs. Bake at 350 degrees for 15 to 20 minutes. Serves 6.