1/4 c. butter, melted
1 c. chopped onion
1/4 c. all-purpose flour
1 tsp. salt
1/4 tsp. black pepper
2 c. milk
4 c. sliced carrots, cooked and drained
6 slices American cheese
2 c. buttered fresh bread crumbs

Saute onion in melted butter; stir in flour, salt and pepper. Gradually add milk, stirring constantly. Cook until it begins to thicken. Arrange a layer of carrots in a 2 quart casserole. Place 3 slices of cheese over carrots; repeat layers. Pour sauce over carrots and cheese. Top with bread crumbs. Bake at 350 degrees, uncovered, for about 25 minutes or until nicely brown. Serves 6-8. Note: This dish may be made ahead and refrigerated until time to bake.