Slit fresh broccoli spears lengthwise, cut into 1" pieces.Cook in boiling,salted water until tender.(Or cook frozen broccoli according to package directions). Drain. Cook onions in boiling salted water until tender, drain.

In saucepan, melt 2 tbsp. butter, blend in flour, 1/4 tsp. salt and a dash of pepper. Add milk, cook and stir until thick and bubbly. Reduce heat and blend in cream cheese until smooth. Place vegetables in a 1 1/2 quart casserole. Pour sauce over, mix lightly,top with cheddar cheese. Melt remaining butter, toss with bread crumbs. Sprinkle bread crumbs around the edge. Bake, uncovered until heated through at 350 F for about 30 minutes. Serves 6.