CHEESY SCALLOPED POTATOES AND CARROTS

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 degrees F. Lightly grease a 13x9-inch baking dish.

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 minute.

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 prepared baking dish; cover with half of the cheese sauce. Repeat layers. Cover with foil.

Bake 45 minutes or until heated through, removing the foil after 30 minutes.

Makes: 12 servings, 2/3 cup each