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