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1
Bring a large pot of water to boil.
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2
Cook lasagna noodles in boiling water until just tender; drain and rinse under cold water and then set aside to drain on a clean kitchen towel.
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3
Meanwile, heat two tablespoons olive oil in skillet; add red pepper flakesand onion, saute until translucent.
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4
Add bell pepper, garlic and mushrooms to skillet and cook until mushrooms begin to brown.
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5
Make the white sauce: In a saucepan melt butter over meduim heat.
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6
Add two tablespoons olive oil and sprinkle over the surface.
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7
Stir to form a paste and cook about two minutes.
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8
Slowly add in milk and cook sauce, stirring constantly, until thickened.
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9
Remove from heat and add Parmesan, basil, salt and pepper to taste.
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10
Preheat oven to 350 degrees.
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11
Lightly oil in a deep 10x13-inch baking pan.
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12
Spread a thin layer of marinara sauce in the bottom of the prepared pan; follow with a layer of noodles.
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13
Top the noodles with one third of the ricotta cheese and half a cup on the mozzarella; then layer the mushroom mixture and one third of the spinach leaves.
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14
Drizzle evenly with one-third of the white sauce and half a cup of the remaining marinara.
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15
Repeat layers twice more, ending with a layer of noodles topped with the last of the marinara.
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16
Cover and bake 45 minutes or until hot and bubbly.
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17
Remove from oven and sprinkle with remaining half cup of mozzarella cheese.
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18
Return to oven and bake an additional 10-15 minutes, uncovered, until cheese has melted and lasagna is nicely browned.
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19
Let stand 10 minutes before serving.
