1 box elbow macaroni
2 sticks butter
1 c. flour
6 c. low-fat milk
1 tsp. tarragon, crushed
2 lbs. seafood (fish, shrimp, scallops, crab)
1 lg. can mushrooms, drained
1 c. Parmesan cheese
3 c. Mozzarella cheese

Cook macaroni; drain and set aside. Make white sauce: melt 2 sticks butter; add flour and let cook a minute or two. Remove from heat and whip in milk and heat until sauce is smooth and thickened, stirring constantly. (Add more milk or flour to adjust thickness.) Then add tarragon.

Mix together white sauce and macaroni. Stir in desired seafood and mushrooms. Add cheeses, saving some for topping. Place in greased baking dish(es) - Pam spray may be used. Some of the seafood casserole can be frozen for another time. Bake in 350 degree oven for 30 minutes or until bubbly.