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