1Placed diced potatoes into dutch oven and cover with water. Boil until just tender enough to poke with a fork. Drain and set aside in colander.
2Fry bacon. Remove from pan.
3Dice onion and celery and saute in bacon grease until tender. Remove and set aside.
4Add enough butter to bacon grease to make 8 Tablespoons of total fat. Add 1/2 cup flour and make a rue.
5Add 8 cups milk a little at a time and thicken.
6Add 1 1/2 pounds to 2 pounds of Velveeta and stir until melted.
7Add bacon, onions and celery plus grease left in bowl.
8Microwave shredded carrots with a little water in them to soften. Add to soup mixture.
9Add potatoes and 1 1/2 cup shredded cheddar cheese. Heat thoroughly, stirring frequently.