In a stock pot, add water, potatoes from the box of Scalloped Potatoes (just potatoes), and salt and bring to boil. Boil for 20 minutes. Drain off water and return to heat.

Stir in all remaining ingredients, including seasoning packed from the boxed potatoes. Bring to a boil, stirring occasionally.

Reduce to a simmer. Simmer uncovered for 10-15 minutes until carrots are tender, stirring occasionally.

Top with shredded cheese before serving if desired.