Based loosely on a few different recipes I found, primarily this one.
2 lbs. potatoes, peeled if you want
2 large carrots
2/3 c flour
5 cups milk; I used 1%
1 cup (4 ounces) reduced-fat shredded extra-sharp cheddar cheese (I used the generic Wegman's 2% milk stuff)
a few T chives or parsley
salt and pepper
good stuff for toppings: more shredded cheese, sour cream, chopped green onions, bacon, etc.
Cook the carrots and potatoes however you like, until they're very soft. (I diced them and put them in the microwave with cold water covering them, then cooked on high for about 30 minutes. But you could also boil on the stove or bake in a 400 degree oven or whatever.) Also, you could peel the potatoes if you'd like, but I think the skins add some good flavor.
Drain the veggies and mash them with a fork, leaving some texture.
Place flour in a large pot or Dutch oven; gradually whisk in the milk. Cook over medium heat until thick and bubbly and somewhat reduced, about 10 minutes. Make sure the bottom doesn't burn.
Add mashed potatoes, cheese, parsley or chives, salt, and pepper, stirring until cheese melts. Keep cooking on low until everything is heated through, and serve with your toppings.
Makes 8 servings, at 6 points per serving.