My Spinach Souffle

I believe I have sufficiently altered this recipe enough to make it my own. Plus, trying to read all my scattered notes from the original recipe made it difficult and not user-friendly. The version below is much better!

2 cups frozen spinach or 2 qt.-saucepan fresh spinach, heaping full
2 Tbsp butter
1 onion, chopped
4 small golden potatoes, diced
3 Tbsp flour
1/8 tsp pepper
1 tsp salt
1 cup milk
3/4 cup cheddar cheese, grated
2 carrots, shredded
4 eggs, slightly beaten

1. Preheat oven to 350. Cook spinach briefly with a little water and drain well.
2. Saute onions and potatoes in butter. When potatoes are soft, add flour and cook for about 1 minute. Add pepper and salt, stir. Add milk. Stir and cook over medium heat until sauce begins to thicken. Once sauce is thick, add cheese and shredded carrots and stir to combine.
3. Combine spinach, white sauce, and eggs, and pour into a buttered 8x11 casserole dish. Bake 35-40 minutes, until knife inserted comes out clean. Serve with a side of corn.