12 medium carrots, sliced
1 large onion, cut into 1/4 inch slices
2 cups frozen peas
1½ cups (6 ounces) shredded cheddar cheese
4 Tbs. butter, divided
2 Tbs. all-purpose flour
1 tsp. salt
¼ tsp. pepper
¼ tsp. ground nutmeg
2½ cups milk
1 cup crushed butter-flavored crackers (about 25 crackers)
Place carrots and a small amount of water in a saucepan; cover and cook over medium heat until crisp-tender, about 6 minutes. Add onion; bring to a boil. Reduce heat; cover and simmer for 4-6 minutes or until onion is crisp-tender. Drain.
Add peas and toss. Place 4 cups in a greased shallow 3 quart baking dish; sprinkle with cheese. Top with remaining vegetables.
In a saucepan over medium heat, melt 1 tablespoon butter. Stir in flour, salt, pepper, and nutmeg until smooth. Gradually add milk, stirring constantly. Bring to a boil; boil and stir for 2 minutes. Pour over the vegetables.
In a small saucepan or skillet, combine cracker crumbs and remaining butter; cook and stir over medium heat until toasted. Sprinkle over casserole.
Bake, uncovered, at 350o for 30-40 minutes or until bubbly.