Cheese Scalloped Potatoes/carrots

2 cups water

2 teaspoons salt -- optional

2 pounds potatoes (5 cups, pared and thinly sliced)

1 1/2 cups sliced onion

5 medium carrots (2 cups, pared) -- diagonally sliced

CHEESE SAUCE: 3 Tablespoons butter

2 Tablespoons flour

1 teaspoon salt

1/8 teaspoon 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. Brin 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. Top with remaining cheese. Bake, covered with foil, at 375 for 30 minutes. Foil may be removed for last 10 minutes to brown top. Yield 6 servings.