Melt butter in pan and caramelize onions, add garlic in the last 5 min of cooking.. salt and pepper

In a bowl, mix the cream, parm cheese, corn starch,salt, pepper and thyme to taste

Layer potatoes and carrots, top with half the carmelized onions, pour half the liquid mixture, then top with shredded cheese. Continue this until all ingredients are used.

Top with last bit of shredded cheese and bread crumbs. Place foil on top and bake in 400°F oven for about 45-min to 1 hour or until potatoes are tender. Remove foil in the last 10 min of cooking to brown the top.