Spinach and Mushroom Bake

2 pounds frozen chopped spinach, thawed, drained and squeezed to remove liquid

1 pound mushrooms, sliced, any variety or combination

8 tablespoons butter

¼ cup flour

2 cups milk

½ cup toasted nuts (walnuts or pine nuts work well)

½ cup dry plain breadcrumbs

Salt and freshly ground pepper to taste

Preheat oven to 350 and spray PAM on a shallow 6-cup baking dish.

Thaw and drain the spinach then squeeze all liquid out of the spinach.  Place in large bowl and set aside.

Melt 4 tablespoons of the butter in a skillet over moderate heat.  Add the sliced mushrooms and cook for 10-15 minutes, tossing frequently, until tender.   If the mushrooms exude their moisture, boil them rapidly over high heat, tossing frequently, until the liquid evaporates.  Season with salt and pepper and add to the spinach.

Melt the remaining butter and add the flour and cook, stirring constantly, for about 2 minutes.  Whisk in the milk and bring to a boil.  Season with salt and pepper to taste, reduce heat and simmer for about 5 minutes, stirring frequently until thickened.  Stir the sauce into the spinach and mushroom mixture, add the nuts and spread evenly into the prepared baking dish.

Sprinkle with the breadcrumbs and bake for about 20 minutes until bubbling.