12 no boil lasagne noodles (1/2 lb) 1 qt milk (I use almond milk) 1/2 c butter 1/2 c flour 1 1/2 t salt 1/2 t pepper 1/2 t nutmeg 3 cloves garlic, minced 3 T chopped parsley, divided OR 1/4 c fresh basil, coarsely chopped 1 T chopped fresh thyme, divided (or basil) EVOO 1 onion, sliced 1.5 lb portabella mushrooms, sliced 1/2 lb shiitake mushrooms, sliced 1 red pepper, sliced fresh broccoli, chopped (optional) fresh spinach (optional) 2 c fresh parmesan cheese, shredded 2 c fresh asiago cheese, shredded

Preheat oven to 375. Heat a deep, wide pot or very large skillet, over med-high heat. Add 1T EVOO and then add onion. Cook until tender but not browned, 3-4 min, stirring occasionally. Scoop into bowl and set aside.

Swirl 2T EVOO into pot and add mushrooms, red pepper (broccoli, spinach, etc). Season with S&P and cook, covered, over med heat until mushrooms are tender and juicy, about 5 min. Uncover and cook until moisture is gone. Stir in onion, basil (optional) and 1/2 T thyme. Remove from heat.

Make bechamel sauce: Bring milk to a slight simmer in a med saucepan and remove from heat. Melt butter in a large saucepan over med heat. Add flour and cook, stirring until sightly darkened, 2 min. Whisk milk into flour all at once and stir until smooth. Add salt, pepper and nutmeg. Sauce should be think enough to coat the spoon; if not continue heating until thickened. Remove from heat and stir in garlic, 2 T parsley and 1/2 T thyme. Keep covered.

Mix Parmesan with asiago.

Assemble lasagne: Grease a 9x13" baking dish. Spread 1/2 c sauce in bottom of dish. Place 4 noodles in bottom of baking dish over sauce. Then spoon 1/2 c sauce over noodles, layer with 1/3 of the mushroom mixture, and 1/3 the cheese. Repeat 2 more times.

Bake lasagna until browned and bubbly @ 35-45 min. Let stand 15 min before serving.