2 1/2 lb. potatoes, sliced, about 6 c.
1 1/2 c. onions, diced
5 med. carrots, sliced, about 2 c.
1/2 c. cheddar cheese, grated for topping

CHEESE SAUCE:

3 tbsp. butter, melted
3 tbsp. flour
1 tsp. salt
1/4 tsp. pepper
1 1/2 c. milk
1 c. cheddar cheese, grated

Using the first 4 ingredients under cheese sauce; cook together to boil, then stir in milk and cook until thickened. Add and stir cheese until melted. Set aside.

In 2 1/2 quart greased baking dish, layer 1/3 of the potatoes, 1/2 the onions, and carrots and 1/3 of the cheese sauce. Repeat. End with last 1/3 of potatoes and cheese sauce. Sprinkle with cheese. Bake, covered, at 350 degrees for 30 minutes. Uncover and bake 70 minutes longer. Let stand 10 minutes before serving. Serves 6-8.