Preheat the oven to 350°F and spray a 9×9 or 9×13 baking dish with cooking spray or grease with softened butter.  Set aside.

Making the sauce:

1. In a medium saucepan over medium heat, melt the 1/4 cup of butter and add the onion.  Season with a little salt and pepper. (You don’t want the onion to brown so keep the heat low and let the onions soften for about 4 minutes).
2. Add the whole cloves of garlic.
3. Add the flour and let that cook for at least 1 minute to burn off any raw flour taste, whisking to prevent burning.
4. Add the milk, a little at a time, while whisking constantly.  Add the heavy cream and do the same.
5. Remove the garlic and set on a paper towel.
6. Slowly add the cheese (you can remove it from the heat also and keep stirring until the cheese is melted).
7. Keep the sauce warm while slicing the potatoes.

PUTTING IT TOGETHER:

1. Rub the inside of the baking dish with the garlic that was removed.
2. Pour a little sauce on the bottom of the pan and begin layering the potatoes and pouring sauce over them until 3 layers have been completed (for a 9×13″ dish) leaving some sauce to pour on top.
3. Cover with foil and bake on the middle rack for 40-45 minutes.
4. Remove the foil and sprinkle the breadcrumb/cheese mixture on top and continue baking for 10 minutes, turning on the broiler for the last 5 minutes if desired.
5. Let stand 10 minutes before serving.

Calories 395; Fat 29 gr; Cholesterol 62 mg; Sodium 408 mg; Carbs 24 gr; Fiber 3.2 gr; Protein 14.8 gr