3 c. chopped fresh broccoli
1 1/2 c. sliced fresh mushrooms (I use canned)
1 lg. onion, chopped
1/4 c. butter, divided
2 tbsp. all purpose flour
1 c. milk
1/2 tsp. salt
1/4 tsp. pepper
1 c. (4 oz.) shredded cheddar cheese

Cook broccoli, covered, in a small amount of boiling salted water 5 minutes; drain and set aside.

Saute mushrooms and onion in 2 tablespoons butter until onion is tender; set aside.

Melt 2 tablespoons butter in a heavy saucepan over low heat; add flour, stirring until smooth. Cook 1 minute, stirring constantly. Gradually add milk; cook over medium heat, stirring constantly, until thickened and bubbly. Remove from heat. Add salt, pepper and cheese; stir until cheese melts. Stir in mushroom mixture.

Place broccoli in a lightly greased 1 1/2 quart casserole. Top with sauce, and bake at 350 degrees for 25 minutes. Serve over rice, if desired.