Cheesy Scalloped Potatoes and Carrots

2 lb potatoes, peeled and thinly sliced
2 onions, slices and seperated into rings
4 carrots, diagonally cut into thin slices
3 tbsp butter
2 tbsp flour
1 tsp salt
1/2 tsp pepper
1/4 cayenne pepper
1 1/2 c milk
1 1/2 c shredded cheddar cheese

Preheat oven to 375.
Place vegetables in a large saucepan. Add enough cold water to cover vegetables. Bring to a boil on med-high heat; cook for 8-10 minutes until vegetables are tender.
Meanwhile, melt butter in medium saucepan on med heat. Add flour, salt, black pepper and cayenne pepper; mix well. Cook and stir for 1 minute.
Gradually add milk, stirring until well blended. Bring to a boil and cook for 5 minutes or until thickened, stiring constantly.
Stir in cheese. Reduce heat to low and cook until cheese is melted.
Drain vegetable mixture; spoon half into a lighly greased 13x9 baking dish. Cover with halfof the cheese sauce.
Repeat layers.
Cover with foil.
Bake 45 minutes to 1 hour until vegetable mixture is heated through, removing foil after 30 minutes.