1 lb. ground beef
1 c. chopped onions
1 (8 oz.) pkg. egg noodles, cooked
1 (10 oz.) pkg. frozen peas, thawed
1 (12 oz.) can corn, drained
1 (8 oz.) can mushroom pieces, drained
1 (8 1/4 oz.) can water chestnuts, drained, diced (opt.)
1 (10 3/4 oz.) can condensed cream of celery soup, undiluted
1 1/4 c. milk
1 tbsp. chili powder
1 tbsp. Worcestershire sauce
2 tsp. salt
1/4 tsp. pepper
1/4 tsp. garlic powder
1 lb. (4 c.) sharp cheddar cheese, shredded

Preheat oven to 350 degrees. In large skillet over medium heat, cook ground beef and onions until meat is brown and onions are tender. Spoon off drippings and discard. Spoon into 4 quart casserole. Add next 5 ingredients and toss well.

In medium saucepan, heat soup and remaining ingredients except cheese, until bubbly, stirring occasionally. Stir in 3 cups of cheese (reserve 1 for top), stirring with wire whisk until cheese is melted. Pour over meat and vegetable mixture and stir well. (May be prepared in advance to this point and frozen.) Add all cheese and cover with foil and bake about 40 minutes or until bubbly.