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1. Bring a soup pot with the water and bouillon to a boil.
2. Add the broccoli and carrots and cook according to the directions on the package of broccoli.
3. Remove the pan from the heat, but do not drain.
4. Melt the butter and flour in a separate saucepan.
5. Whisk constantly while gradually adding the milk.
6. Stir in the cheese, onion, Worcestershire sauce, salt and pepper.
7. Add the broccoli mixture to the sauce mixture.
8. Cook over medium-low heat until the soup thickens and is hot.
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