1-2 carrots, chopped
1/4-1/2 onion, chopped
2-3 stalks celery, chopped
1/2 c. butter
1/4 c. flour
4 c. milk
10 oz. Velveeta cheese, cut up
2 oz. Swiss cheese, grated
1/2 tsp. Worcestershire sauce
Salt & pepper to taste

Coarsely chop onion, carrot and celery. Melt 4 tablespoons butter in a medium saucepan and add the chopped vegetables. Cover and cook slowly 10-15 minutes.

Melt the remaining 4 tablespoons butter in a large saucepan. Add flour and stir well. Cook over low heat until mixture is light golden brown, but not burned, stirring constantly (about 3-4 minutes).

Add milk all at once and whisk thoroughly. Cook mixture over medium - low heat until thickened, stirring occasionally. Add the cheeses and stir until melted. Add seasonings. Finally add cooked vegetables. 6 servings. Stores well in refrigerator so can be made the day before.