1/2 lb. mushrooms
1/4 cup butter or margarine
4 cups carrot
1/2 cup onion
1/4 cup flour
1/2 tsp. salt
dash pepper
2-1/2 cups milk
1 container Cottage Cheese
1 pkg. frozen chopped spinach
9 lasagna noodles
1 pkg. Shredded Sharp Cheddar Cheese
1/2 cup Grated Parmesan Cheese
1/4 cup fresh parsley

Preheat oven to 350°F. Cook and stir mushrooms in 1 Tbsp. of the butter in large skillet on medium-high heat until tender. Remove from skillet; set aside. Add remaining 3 Tbsp. butter, the carrots and onions to skillet. Cook and stir 5 min. or until carrots are tender. Reduce heat to medium. Blend in flour and seasonings. Gradually add milk; cook, stirring constantly, until mixture boils and thickens. Stir in mushrooms.

Combine cottage cheese and spinach. Place 3 of the noodles on bottom of greased 13x9-inch baking dish; top with half each of the Cheddar cheese and the carrot mixture. Cover with 3 more noodles and the cottage cheese mixture. Top with the remaining 3 noodles, remaining Cheddar cheese and remaining carrot mixture. Sprinkle with Parmesan cheese.

Bake 30 min. or until heated through. Sprinkle with parsley. Let stand 10 min. before cutting to serve.