Preheat the oven to 375_F. Bring the water to a boil in a large saucepan, add the macaroni, onion, carrots, and salt, and cook until the macaroni is tender, about ten minutes. Drain the mixture and turn it into a 3 quart casserole or other good sized baking dish. Set this aside.

In another saucepan, melt the butter or margarine and stir in the flour to make a smooth paste. Gradually stir in the milk and bring it to a boil over medium heat, stirring it constantly to keep it from forming lumps. Add the cheese and the salt and pepper to taste. Stir until the cheese is melted. Pour the sauce over the macaroni, sprinkle with the crumbled potato chips, and bake, uncovered, for 30 to 45 minutes.

Recipe from The Carrot Cookbook by Audra & Jack Hendrickson Isbn 0-88266-433-6