5 tbsp. butter
4 tbsp. flour
2 c. milk
Salt and pepper
1 tbsp. finely chopped onion
1 garlic clove, minced
3/4 lb. raw shrimp, peeled and deveined
1 lb. scallops, cut up if lg.
1/2 c. dry white wine
2 c. thinly sliced mushrooms
1 c. crushed canned tomatoes
1/2 c. heavy cream
1/4 tsp. crushed red pepper flakes
1/4 tsp. oregano
1/4 tsp. basil
3 tbsp. minced parsley
1 lb. skinless flounder filets
9 lasagne noodles
1 c. grated Swiss cheese

Melt 1 tablespoon butter in a skillet and saute the onions and garlic for 30 seconds. Add the shrimp and scallops and season with salt and pepper. Saute briefly; add wine when shrimp turns pink. Cook until wine boils, then remove from heat. Transfer to a bowl, using a slotted spoon. Add the mushrooms to the cooking liquid and simmer for 5 minutes.

Make a sauce by melting 4 tablespoons butter in a saucepan and whisking in 4 tablespoons flour. Heat the milk and whisk it in to butter mixture, stirring constantly. Season with salt and pepper and cook until thickened, about 5 minutes. Stir this sauce into the mushrooms and add the tomatoes. Stir in the cream and remaining seasonings. Pour in any cooking liquid from the seafood and mix well. Set aside.

Cook the noodles and drain. Spoon a layer of sauce in the bottom of a greased 9x13 inch lasagne pan. Add half the shrimp and scallops. Cover with more sauce and a layer of noodles. Top with the fish filets and salt and pepper to taste. Add more sauce, and another layer of noodles. Add the remaining shrimp and scallops, more sauce, and a final layer of noodles. Top with the remaining sauce and sprinkle with cheese. Bake in a preheated 350 degree oven for 30-45 minutes. Serves 8-10.