1 stick pepperoni
3 c. cooked sea shells
1 c. mozzarella cheese
1 c. Parmesan cheese
1 can mushrooms
1 qt. spaghetti sauce with meat
1 onion, fried

Slice pepperoni and mix with other ingredients. Save slices for top of casserole. Put in 2 quart casserole dish. Put slices of pepperoni on top. Bake at 350 degrees for 40 minutes. Cover with foil or lid.