Cheese Potatoes

• 8 medium potatoes, cleaned
• 1/2 pound fresh mushrooms
• 3 tablespoons butter or margarine
• 1/4 cup plus 2 tablespoons all-purpose flour
• 3 cups milk
• 2 cups (8 ounces) shredded Cheddar cheese, divided
• 3/4 cup grated Parmesan cheese
• 1 1/2 teaspoons salt
• 3/4 teaspoon white pepper
• 1/4 teaspoon red pepper
• 1/2 teaspoon ground thyme
• 1/2 cup fine dry breadcrumbs

1. Cook potatoes in boiling salted water to cover 35 minutes or until tender. Drain well; cool slightly. Peel and cut into 1/2- inch-thick slices; set aside.
2. Saute mushrooms in butter in a medium saucepan until tender. Remove mushrooms with a slotted spoon, and set aside. Reserve butter in pan.
3. Add flour to melted butter in saucepan, stirring until smooth. Cook 1 minute, stirring constantly. Gradually add milk; cook over medium heat, stirring constantly, until mixture is thickened and bubbly. Stir in reserved mushrooms, 1 cup Cheddar cheese, Parmesan cheese, salt, pepper, and thyme.
4. Place potatoes in a lightly greased 10- x 6- x 2-inch baking dish. Spoon cheese mixture over potatoes. Sprinkle with remaining cheese and breadcrumbs. Bake, uncovered, at 350u0b0 for 30 minutes or until lightly browned. Serve warm.

potatoes, mushrooms, butter, flour, milk, cheddar cheese, parmesan cheese, salt, white pepper, red pepper, ground thyme, breadcrumbs

Taken from www.myrecipes.com/recipe/cheese-potatoes (may not work)