1/2 lb. sliced fresh mushrooms
4 green onions, sliced
5 tbsp. butter
2 tbsp. flour
2 c. milk
1/2 tsp. salt
1/4 tsp. basil
1/8 tsp. pepper
Dash nutmeg
8 oz. spaghetti, cooked
2 c. Mozzarella cheese, shredded
2 c. chopped fresh spinach

Cook mushrooms and onions in 3 tablespoons butter for 1 minute; set aside. Melt remaining 2 tablespoons butter in medium saucepan; stir in flour, milk and seasonings until smooth. Cook over medium heat until thickened, stirring as necessary.

Put half of spaghetti, cheese and mushroom mixture in layers in shallow baking dish. Add all the spinach. Repeat layers. Pour cream sauce evenly over top. Bake at 350 degrees for 20-30 minutes or until bubbly. Let stand 5 minutes before serving. Yield: 6 servings.