Photo: John Autry; Styling: Cindy Barr
Hands-on Time
33 Mins
Total Time
1 Hour 3 Mins
Serves 6 (serving size: 1 piece)

How to Make It

Step 1

Preheat oven to 350°.

Step 2

Heat 1 tablespoon oil in a Dutch oven over medium-high heat; swirl to coat. Add onion and garlic; sauté for 3 minutes or until tender. Add mushrooms. Cook for 8 minutes or until liquid almost evaporates. Stir in oregano, 1/4 teaspoon salt, black pepper, nutmeg, and tomato sauce. Cook 2 minutes, stirring frequently. Remove from heat; set aside.

Step 3

Combine eggs and parsley in a large bowl. Heat the remaining 1 teaspoon oil and butter in a medium saucepan over medium heat. Sprinkle flour evenly into pan; cook 2 minutes, stirring constantly. Gradually add milk to flour mixture, stirring with a whisk until smooth. Bring to a boil; cook 2 minutes or until thickened, stirring frequently. Remove from heat; let stand 4 minutes. Stir in remaining 1/4 teaspoon salt and 1 cup cheese. Gradually add hot milk mixture to egg mixture, stirring constantly with a whisk. Add pasta to milk mixture; toss to combine.

Step 4

Spread 2 cups pasta mixture in an 11 x 7-inch baking dish coated with cooking spray. Top with mushroom mixture. Top with remaining pasta mixture. Cover with foil coated with cooking spray. Bake at 350° for 30 minutes. Remove foil; sprinkle with remaining 1/2 cup cheese.

Step 5

Preheat broiler.

Step 6

Broil 5 minutes or until cheese melts. Let stand 15 minutes.

Chef's Notes

MyRecipes is working with Let's Move!, the Partnership for a Healthier America, and USDA's MyPlate to give anyone looking for healthier options access to a trove of recipes that will help them create healthy, tasty plates. For more information about creating a healthy plate, visit

Ratings & Reviews

slappysquirrel's Review

December 16, 2013
So bland. After reading the recipe I saw how inadequately seasoned the tomato sauce was so I got heavy handed with seasoning. 8 oz of tomato sauce didn't cut it. 12 oz might have given it a better chance. And all that milk...Was it necessary? No. It thinned the sauce in texture, and further weakened the flavor. Too much work for just and eh dish.

iamjenny's Review

March 05, 2014
Loved this recipe. I used light cream and it was really tasty. Love that it gave me lots of leftovers too. Will definitely make this again.

Gloislane's Review

November 01, 2011

liafinney's Review

December 14, 2011
Well, this is one of those recipes that stands up to distraction as well as variations, it appears! I had in mind to get a jump on the prep, and didn't realize until later that I could have made the whole thing in it was, I only made the mushroom ragout, but somehow left out the tomato sauce...other than thinking later that the dish appeared a little dry, it didn't make any difference. I used a mix of criminis, shitakes, and chantrells. I think the only thing I would different in the future (besides remember the tomato sauce!) would be to add the cheese to the bechamel sauce AFTER I had tempered the eggs...mixing it with the cheese was a little messy. All in all, a very good and filling dish!

DannaSuzanna's Review

February 13, 2013

SuMu12001's Review

January 03, 2012

celsus1011's Review

May 21, 2013
Agreed, this took a very long time to make with only so-so results.

VictoriaLynnG's Review

June 22, 2013

ttsholland's Review

December 08, 2011
It took a long time to made with bland heavy results - I won't made this one again

adriver's Review

January 28, 2012
My husband and I tinkered with this recipe and came up with a delicious dish! As is, I would give this dish 3 stars because it is a solid recipe but a little bland. After our revisions, I would give it 5 stars. We added 1 can of tomato paste and a cup of parmesan cheese. We also sprinkled parmesan on top of the finished dish. If you really want to go all out, add spinach leaves and pine nuts. We also thought this dish was a bit complicated, but the end result was worth it!