1 c. water
1 chicken bouillon cube
1 (10 oz.) pkg. frozen broccoli
1 med. carrot, cut into sm. pieces
2 tbsp. butter
3/4 lb. Velveeta cheese
1/2 can cream of chicken soup
1 tsp. onion flakes
1 tbsp. Worcestershire sauce
Pepper to taste

Heat water and bouillon cube to boiling; add frozen broccoli and carrot pieces. Cook over medium low heat according to broccoli package directions. Remove from heat but DO NOT DRAIN. In another pan, melt butter; slowly add flour. Continue stirring and add milk. Stir in cheese (in pieces), soup, onion flakes and Worcestershire sauce. After cheese is melted, add ingredients from other pan. Heat thoroughly, simmering 20 to 30 minutes over low heat and serve.