Instructions: Put potatoes in saucepan & cover w/ water; bring to a boil. Reduce heat and simmer 30 min. Drain, reserving 1/2 c. cooking water.

Cool & peel pot. & mash. Add reserved cooking water, buttermilk, 3/4 t. salt, nutmeg, & 1/8 t. pepper, & beat at med. speed of a mixer until smooth.

Melt butter in a med. nonstick skillet over med/hi heat.

Add onion, garlic, & saute 2 min.

Add mushrooms & cook 2 min. w/out stirring. Cook until liquid almost evaporates (about 4 min.), stirring frequently.

Remove from heat, & stir in 1/4 t. salt, and 1/8 t. pepper, and basil.

Preheat oven to 375 degrees.

Spread 1/3 of potato mixture in bottom of an 8-inch square baking dish, coated w/ cooking spray.

Spread half of mush. mixture over potato mixture; repeat layers, ending w/ potato mixture.

Sprinkle top w/ cheese, & paprika; drizzle w/ oil. Bake at 375 degrees for 25 min.

Makes 8-1 c. servings.

Yield: 8 cups

NOTES : if you havent made this yet you will absolutely LOVE it (at least we did). We found it to be so "meaty" tasting that we ate it as a main dish...just a green salad and maybe a glass of wine and you are all set. One other thing that I really like is that we both work and I am constantly searching for things that I can make on weekends and then just "nuke and eat" after work.

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