Cheesy Potato and Carrot Casserole

Cheesy Potato and Carrot Casserole
5 c potatoes, peeled and thinly sliced
2 medium onions, diced
4 carrots (or 10-15 baby carrots), in thin strips (I just buy the pre-cut ones)
6 T butter
4 T flour
2 t salt
.5 t black pepper
2 dashes ground red pepper
2.5 c milk
2.5 c shredded Cheddar cheese

1. Preheat oven to 375*.
2. Place vegetables in a large saucepan and add enough cold water to cover them.
3. Bring to a boil over medium-high heat; cook 8-10 minutes, or until tender.
Meanwhile:
4. Melt the butter in a medium saucepan on medium heat. Add flour, salt, and peppers; mix well. Cook and stir for 1 minute.
5. Gradually add milk while stirring. Bring to boil over medium heat; cook for 5 minutes, or until thickened, stirring constantly.
6. Stir in cheese; reduce heat to low. Cook 1 minute, or until cheese is melted, stirring constantly.
Then:
7. Drain vegetable mixture and spoon half of it into a lightly greased 9x13 pan.
8. Cover with half of the cheese sauce and repeat layers.
9. Cover with foil and bake for 30 minutes; remove foil. Bake for another 15 minutes, or until heated through.