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1
Melt 1 tablespoon butter in a large saute pan over medium-high heat; add the mushrooms and cook until golden, about 5 minutes.
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2
Add the onions and garlic, and saute for 3 minutes.
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3
Add the drained, chopped spinach, salt, and pepper, stir well and saute for an additional 5 minutes.
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4
Over medium heat melt 4 tablespoons butter in a saucepan; add the flour and cook, stirring constantly to keep it from browning.
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5
Gradually add the chicken or vegetable broth and milk; cook, stirring occasionally, until smooth and thickened, about 5 minutes.
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6
As soon as sauce begins to boil, remove it from the heat and add thyme and basil.
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7
Combine the shredded cheeses together until well mixed.
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8
Pour 1/2 cup of the sauce into the bottom of a 9x13-inch baking pan.
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9
Lay 5 noodles in a single layer in the pan. (Four the long way and one broken-off one the short way.).
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10
Layer with 1/2 each of the mushroom/spinach mixture and shredded cheeses, then coat with 1/2 of the sauce.
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11
Repeat the process, ending with the sauce.
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12
Cover the pan tightly with foil and bake at 350F for 45 minutes, then remove foil and bake 15 minutes longer.
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13
Remove from oven and let sit a few minutes before serving.
