I tried this last night and it came out pretty good...got this from Rachael Ray's recipe book..It's like a lasagna, but easier and still yummy!!!

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1 pound short pasta - I used Barilla whole wheat Penne
1 10-0unce box of frozen chopped spinach
3 tablespoons of extra virgin olive oil
1 medium zucchini, diced
1 small can of chopped portobello mushrooms (or you can use fresh)
1 medium onion, thinly sliced
3 garlic cloves, chopped
1 jarred roasted red pepper, drained, patted dry, and cut into small/thin pieces
1 tbsp of unsalted butter/margerine
2 tbsp of flour
1 cup of chicken stock
1 cup of milk (I used skim)
1/4 tspn of nutmeg (you can leave this out if you don't have it)
1 1/2 cups of part-skim ricotta cheese
1/2 cup grated parmigiano-reggiano cheese
Approx. 10 (pretty large) pieces of basil, sliced
Salt and Pepper to taste


Bring a pot of water to a boil for the pasta. Salt the boiling water and cook the paste to al dente. Heads up: you will need a ladle of the hot cooking water just before you drain the pasta.

Place the frozen spinach on a plate and microwave on high for 6 minutes to defrost it. Place the defrosted spinach in a clean kitchen towel and wring the liquid out of it.

Heat a deep skillet over med-high heat and add 2 tbsp's of the EVOO, twice around the pan. Halve the zucchini lengthwise, then thinly slice it into half moons and add it to the pan with the mushrooms. Cook for 2 or 3 minutes, then add the onions and garlic. Season the veggies w/ salt and pepper. when the onions are tender, about 5 minutes, add the defrosted spinach, separating it into small bits, and the roasted red peppers. Toss to heat them through. Transfer the veggies to a dish and return the skillet to the stovetop. Add the remaining tbsp of EVOO and the butter. When the butter melts into the EVOO, add the flour to the fat and cook for a minute or so, then whisk in the stock and milk. Bring the sauce to a bubble and cook for 2 or 3 minutes, until reduced and thickened. Season the sauce with salt, pepper, and nutmeg. Slide the veggies back into the sauce.

Place the part-skim ricotta in a large shallow bowl and combine it with a ladle of the boiling, starchy pasta cooking water. Add a couple of handfuls of the grated parm cheese.

Drain the pasta and toss it w/ the cheeses. Add 1/2 the veggies and sauce to the pasta and toss them to combine. Shred the basil and toss into the pasta. Adjust the seasonings. Top the bowlfuls of pasta with the remaining veggies in the sauce and pass the extra grated cheese at the table.

Enjoy!!