2 Tbsps. butter
4 eggs, separated
1/4 tsp. salt
1/8 tsp. pepper
1/4 cup water
1 1/2 tsps. flour
1 (16 oz.) can whole potatoes, drained and sliced
1/2 lb. bacon, cut in 1/2 inch pieces
1 cup sliced mushrooms
1/2 cup sliced onion
1 pkg. frozen spinach, remove stems
2 Tbsps. butter
2 Tbsps. flour
1 cup milk
4 ozs. shredded cheese
2 tsps. caraway seeds
1/2 tsp. pepper
1 tsp. salt
1/4 tsp. basil

Prepare filling of sliced potatoes, bacon, mushrooms and onion by sauteing in a medium skillet. Saute until onions are tender. Add spinach, cover and cook 5 minutes or until spinach is wilted. Set aside. Preheat oven to 325 degrees. Melt butter in 10 inch oven-proof omelet pan. Whip yolks, add salt and pepper. Beat until thick and creamy. Fold yolks and flour into beaten whites. Pour into heated omelet pan and cook 3 minutes until partially set and puffed. Place pan in oven and bake 12 minutes. Prepare sauce while omelet is baking. Melt butter and stir in flour and stir until smooth. Add milk, cheese, caraway seeds, salt, pepper and basil. Cook until smooth and thickened. Remove omelet from oven and place on hot platter. Spoon filling on half of omelet - fold other half over. Pour sauce over top. Serves 4.