1/4 c. water
2 tbsp. butter
1 (10 oz.) pkg. frozen whole kernel corn
1/2 c. shredded carrots
1/4 c. chopped onions
1/8 tsp. pepper
2 (10 1/2 oz.) cans condensed cream of potato soup
2 c. milk
1 c. shredded Cheddar cheese
1/2 c. shredded Provolone cheese
1 c. broccoli flowerets (optional)

Bring water, butter, corn, carrots, onions, and pepper to a boil, cover and simmer for 10 minutes. Stir in soup, then milk, Cheddar and Provolone cheeses, and the cooked broccoli. Heat, stirring occasionally, until cheese melts and serving temperature is reached. Do not boil. Yield 7 to 8 cups.