4 c. thinly sliced carrots
1 onion, sliced
3 c. water
1 tsp. salt
4 tbsp. butter
2 tbsp. flour
8 oz. grated mild cheddar cheese
1 c. buttered bread crumbs

Boil the vegetables together in the salted water for 15 minutes. Drain; reserve 2 cups liquid. Melt the butter and blend in the flour. Stir and cook for 2 minutes. Add 2 cups reserved liquid. Cook, stirring constantly, until thick and smooth.

Remove from heat; add cheese and stir until melted. Arrange vegetables in a greased casserole; pour cheese sauce over and cover the top with buttered crumbs. Bake in 350 degree oven for 25 minutes.

Can be made ahead to this point.