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1
Add salt to a saucepan of water and bring to a boil.
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2
Add the pasta and 1 tablespoon olive oil and cook until tender, but still firm to the bite.
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3
Drain and return to the pan.
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4
Add 2 tablespoons of butter to the pasta.
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5
Cover and shake the pan, keep warm.
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6
Melt the remaining butter in a saute pan over medium high heat.
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7
Saute the fennel for 3-4 minutes or until tender.
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8
Stir in the mushrooms and saute for another 2 minutes, add in the shrimp, then remove the pan from the heat.
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9
Stir in the cayenne pepper and Bechamel sauce to the shrimp mixture.
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10
Pour macaroni into a greased baking dish and pour shrimp mixture over pasta and stir together.
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11
Sprinkle top with Parmesan cheese over the mixture and arrange the tomato slices around the edge.
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12
Brush the tomatoes with remaining olive oil and sprinkle basil over the top.
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13
Bake in a preheated oven at 350 degrees for 30 minutes or until golden brown.
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14
Bechamel sauce:.
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15
In a medium saucepan, heat the butter over medium heat until melted.
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16
Add the flour and stir until smooth.
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17
Cook until the mixture turns a light, golden sandy color, about 6 to 7 minutes.
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18
Meanwhile, heat the milk in a separate pan until just about to boil.
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19
Add the hot milk to the butter mixture 1 cup at a time, whisking continuously until very smooth.
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20
Bring to a boil and cook 10 minutes, stirring constantly, then remove from heat.
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21
Season with salt and nutmeg, and set aside until ready to use.
