My mom’s vegetable lasagna—a classic red-sauce version with spinach mixed into the ricotta layer—used to be my favorite treat when I came home from college. I haven’t had to request it from her in ages, though, ever since I started making it for myself on a regular basis.

In hindsight, given my well-documented dislike of tomatoes (although, perhaps thanks to Mom’s lasagna, I am more tolerant of them in their sauce form), I’m amazed it took me this long to figure out that lasagna can be made without tomato sauce, but instead with a creamy béchamel between the layers of pasta and vegetables.

Apologies for the extra goop. I couldn't help myself.

I’m particularly amazed because another standby, growing up, was my mom’s mac and cheese with a cheesy béchamel and spinach, and I distinctly remember the night she taught me to make the sauce. I guess I was just too stuck on tradition—Mom’s lasagna has red sauce, Mom’s mac and cheese has a béchamel—to figure out how to put the pieces together.

So, Mom, in honor of Mother’s Day, I bastardized two of your recipes. It’s Smitten Kitchen‘s fault—and since you love her as much as I do, I know you’ll understand. And even though her recipe didn’t call for spinach, I had to add some—because of you, I just can’t imagine a vegetable lasagna, or a béchamel sauce, without spinach. Especially because this recipe calls for way more butter than you’d probably ever use.

Mushroom and spinach lasgana
Adapted very slightly from Smitten Kitchen

Olive oil
3/4 pound dried lasagna noodles [I used no-boil, and my mom swears by using regular noodles soaked briefly in hot water, which don’t need to be boiled]
1 large clove garlic, minced
4 cups milk
1 stick unsalted butter
1/2 cup all-purpose flour
1 teaspoon freshly ground black pepper
1/4 teaspoon ground nutmeg
1 1/2 pounds white, cremini or portobello mushrooms
10 ounces baby spinach
1 cup freshly grated parmesan

Preheat your oven to 375°F.

Prepare lasagna noodles—either fully boil regular noodles, use my mom’s soaking method, or use no-boil noodles.

Bring the milk and garlic to simmer in a saucepan, or heat it in your microwave, and set it aside. Melt butter in a large saucepan. Add the flour and cook for one minute over low heat, stirring constantly with a whisk or wooden spoon. Pour in the hot milk, a little at a time at first and stirring until combined. Once you’ve added half of it, you can add the second half all at once, along with 1 1/2 teaspoons table salt, the pepper, and nutmeg. Cook over medium-low heat, stirring or whisking frequently, for 3 to 5 minutes, or until thick. Set aside.

Rinse mushrooms well. Discard portobello mushroom stems and/or trim the ends of the cremini/white mushroom stems. Slice mushrooms 1/4-inch thick. Heat 2 tablespoons olive oil over medium heat in a large sauté pan. Cook half the mushrooms with a couple pinches of salt for about 5 minutes, or until they are tender and release some of their juices, tossing to make sure they cook evenly. Repeat with remaining mushrooms.

While mushrooms are cooking, cook spinach per your preferred method—I pour hot water over the leaves and let them sit for a couple of minutes to wilt. When mushrooms are done, add spinach to the pan and combine.

Spread some of the sauce in the bottom of an 8 x 12 baking dish [my dish was a weird size, so the noodles didn’t fit well, hence all the goop in the photo above]. Arrange a layer of noodles on top, then more sauce (about 1/4 of what remains), 1/3 of the mushroom-spinach mixture and 1/4 cup grated parmesan. Repeat two more times then top with a final layer of noodles, your remaining sauce and last 1/4 cup of parmesan.

Bake for 45 minutes, or until top is browned and the sauce is bubbly. Let sit at room temperature for 15 minutes before serving.