2hrs 45mins

Ingredients Nutrition


  1. Grease a deep 13x9 inch baking pan with 1 T butter; set aside.
  2. In a bowl, cover dried tomatoes with 1 cup boiling water; soak for about 20 minutes.
  3. Drain, chop, and set aside.
  4. Make the bechamel sauce-heat 8 T butter in a 4-quart saucepan over medium heat.
  5. Add shallots and carrots and cook, stirring occasionally, until tender, about 5 minutes.
  6. Add the flour and cook, stirring, for 2 minutes.
  7. Whisk in milk and bring to a boil.
  8. Reduce heat to med-low, bring to a simmer, and cook, whisking occasionally, until thick, about 25 minutes.
  9. Add nutmeg and season with salt and pepper.
  10. Meanwhile, make the tomato sauce-heat the olive oil and remaining butter in a 6-qt pot over med-high heat.
  11. Add the mushrooms; cook, stirring until tender, about 10 minutes.
  12. Add the dried tomatoes, spinach, garlic, parsley, oregano, rosemary, thyme, and tomato paste and cook, stirring, for 3 minutes.
  13. Add the canned tomatoes and cook, stirring occasionally, until slightly thickened, about 10 minutes.
  14. Set tomato sauce aside.
  15. Preheat oven to 375°.
  16. Spread 2 cups sauce in the prepared baking dish; cover with a layer of noodles.
  17. Spread 1 cup bechamel sauce over top; sprinkle with 1/2 cup of each cheese and 2 cups tomato sauce.
  18. Repeat layering 2 more times.
  19. Top with the remaining noodles, tomato sauce, bechamel, and cheeses.
  20. Cover with foil, transfer to a baking sheet, and bake for 1 hour.
  21. Uncover and increase oven heat to 500°.
  22. Bake until golden brown and bubbly, 15 minutes.
  23. Cut into squares and serve.

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