Preheat your oven to 350 degrees Spray a 2-quart baking dish or 9x9 inch baking pan with nonstick cooking spray, or grease with olive oil or butter.

First boil the noodles until al dente, according to the directions on the package. Once done cooking, drain and set aside.

Cook your mushrooms: Place a large pot over medium-high heat and add in 1 tablespoon butter. Once butter melts, add in the mushrooms, onions, thyme and salt and pepper. Stir occasionally until mushrooms and onions are cooked down about 4-6 minutes. Transfer to a bowl.

In the same skillet you cooked mushrooms, add in 2 tablespoons of butter and place over medium heat. Once butter is melted, whisk in a little bit of the flour and then slowly add in milk, a little bit at a time, alternating with the flour and vigorously whisking away any lumps. Bring mixture to a boil, then reduce heat and simmer for a few minutes stirring every so often, until the sauce thickens up. If it gets too thick, add in ¼ cup more milk.

Once thick, turn off the heat and stir in garlic powder, parmesan cheese. salt and LOTS of freshly ground black pepper.

Stir in cooked noodles, mushroom and onion mixture, drained tuna and peas. Season again with salt and pepper, to taste. Pour mixture into your prepared baking pan.

In a small bowl, mix breadcrumbs with melted butter. Sprinkle breadcrumb mixture on top of casserole and bake for 20-30 minutes. Serves 6.