Cheesy Scalloped Potatoes and Carrots

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6 medium all-purpose potatoes, peeled, thinly sliced (about 5 cups) 
2 medium onions, sliced, separated into rings 
4 medium carrots, diagonally sliced 
3 Tbsp. butter or margarine 
2 Tbsp. flour 
1 tsp. salt 
1/4 tsp. black pepper 
Dash of ground red pepper (cayenne) 
1-1/2 cups milk 
1-1/2 cups Kraft Shredded Cheddar Cheese 

Preheat oven to 375*F. Place vegetables in large saucepan; add enough cold water to cover. Bring to boil on medium-high heat; cook 10 min. or until potatoes are tender. Drain. 

Meanwhile, melt butter in medium saucepan on medium heat. Stir in flour, salt, black pepper and red pepper. Cook and stir 1 min. Gradually add milk, stirring until well blended. Bring to boil; cook until thickened, stirring constantly. Stir in cheese. Reduce heat to low; cook until cheese is melted, stirring constantly. 

Place half of the vegetable mixture in lightly greased 13x9-inch baking dish; cover with half of the cheese sauce. Repeat layers. Cover with foil. 
Bake 45 min. or until heated through, removing the foil after 30 min. 

Source:  Kraft
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