Scalloped Potatoes with Cheese Sauce

2-cups water
2-tsp salt, optional
2-lbs potatoes, 5 cups, peeled and thinly sliced
1 1/2-cups sliced onion
5-medium carrots, 2 cups, peeled, diagonally sliced

Cheese Sauce
3-tbsp butter
2-tbsp flour
1-tsp salt
1/8-tsp pepper
Dash cayenne
1 1/2-cups milk
1 1/2-cups grated sharp cheddar cheese

In large saucepan, bring water and salt to a boil
Add potatoes, onion and carrots; cook, covered, for about 5
minutes or until partially tender
Drain
Make cheese sauce by melting butter in small saucepan
Stir in flour, salt, pepper and cayenne, stirring constantly,
about 1 minute
Remove from heat; stir in milk and blend well
Bring mixture to boil over medium heat, stirring until thick and smooth
Add 1 cup cheese; stir until melted
Layer half of vegetables in greased 2 1/2 quart casserole; top
with half of cheese sauce
Repeat with remaining vegetables and sauce
Top with remaining cheese
Bake, covered with foil, at 375*F for 30 minutes
Foil may be removed for last 10 minutes to brown top

Prep Time: 10 mins
Cook Time: 30 mins
Servings: 6