Instructions: Cook pasta according to package directions; drain and set aside. Brown meat in 2 tbs butter in skillet over medium heat, stirring to crumble. Add mushrooms and next 4 ingredients; cook until vegetables are tender, stirring often. Stir in tomatoes. Melt 1/4 cup butter in saucepan over low heat; add flour, stir until smooth. Cook 1 minute, stirring constantly.

Gradually add milk; cook over medium heat, stir until thickened and bubbly.

Stir in pasta and 1 cup cheese. Place half of pasta mixture in a greased 2 1/2 quart baking dish. Top with half of meat mixture and repeat layers. Top with tomato sauce. Bake, uncovered, at 350 degrees for 25 minutes. Top with remaining 1 cup of cheese; bake additional 5 minutes. Let stand at least 5 minutes before serving.

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