5 med. carrots, sliced (1 to 1 1/2 c.)
1 med. onion, sliced
1 pkg. (10 oz.) frozen leaf spinach
3 tbsp. butter
3 tbsp. flour
1 1/2 c. milk
1 c. shredded process cheese
1/4 tsp. salt
Dash of pepper
1/2 c. buttered soft bread crumbs

Cook carrots and onion, covered, in small amount of boiling water until almost tender, 8 to 10 minutes. Drain. Cook spinach following package directions. Drain. For sauce, melt butter, blend in flour, gradually stir in milk. Cook and stir until thick; remove from heat. Add cheese, salt and pepper, stirring until cheese melts.

Pour half the spinach in ungreased 1-quart casserole. Cover with half the carrots and onions, top with half the cheese sauce. Repeat. Top with crumbs. Bake at 350 degrees for 15 to 20 minutes. Serves 6.