1 lb. ground beef or turkey
1 c. mushrooms, sliced
1 med. onion, chopped
1/2 c. red pepper, chopped
1 tsp. salt
1 tsp. pepper
1/4 c. butter
1/4 c. flour
2 1/2 c. milk
2 c. Swiss cheese, shredded
1 (16 oz.) can tomatoes, chopped
3 c. cooked shell noodles
1 (8 oz.) can tomato sauce

Brown ground meat, add next 5 ingredients, cook until tender. Stir often. Set aside. Melt butter, add flour and cook stirring. Remove from heat. Slowly blend in milk. Cook stirring until thick and smooth. Stir in 1 1/2 cups cheese.

Stir tomatoes into meat mixture. Stir pasta into meat mixture. Alternate layers in buttered 2 quart baking dish. Top with tomato sauce. Bake at 350 degrees for 35 minutes. Top with remaining cheese. Bake 5 minutes. Makes 6 to 8 servings.