A rich and creamy carrot and cheese casserole with a buttery, crunchy topping. Great with honey glazed ham.

4 1/2 cups sliced carrots
2/3 cup crushed buttery round crackers
3 tbsp butter melted
1/2 cup chopped onion
3 tbsp flour
1/2 tsp salt
1/4 tsp ground black pepper
1 1/2 cups milk
2/3 cup shredded processed cheese

Preheat oven to 350 degrees. Place carrots in a steamer over 1 inch of boiling water, and cover.  Cook until tender but still firm, about 6-10 minutes. Drain. Meanwhile, in a small bowl combine crushed crackers with 1 tbsp melted butter, mix well and set aside.
In a medium skillet over low heat, heat the remaining 2 tbsp of butter and sauté onions until tender.  Stir in flour, salt and pepper.  Cook for a few minutes, stirring to prevent browning.  Gradually pour in milk, stirring constantly.  Increase heat to medium and cook until bubbly and thickened.  Add cheese and stir until smooth.  Fold in carrots.
Pour mixture into a 9x12 inch baking dish and sprinkle with the crumb mixture.  Bake in preheated over for 20 minutes, or until bubbly and golden brown.