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

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

Make white sauce with butter, flour, milk. Add cheese, salt, pepper, and stir until cheese melts.

Place half of spinach in ungreased 1 quart casserole. Cover with 1/2 carrots and onions, top with half of cheese sauce. Repeat layers. Top with crumbs. Bake at 350 degrees for 15-20 minutes. Serves 6.