2 pk Fresh spinach

1 pk Fresh mushrooms

1 lg Onion

5 Egg whites; or substitute

8 oz Fatfree cheddar cheese; grat

8 oz Fatfree mozzarella cheese; g

1 ts Pepper

1 Phyllo dough; *see note

Remove stems from spinach and wash. Cut onions and saute in water until tender. Wash and slice mushrooms and add to the onions (cook until all water evaporates). Remove onions & mushrooms from heat a put in a large bowl. Saute spinach in water tossing frequently until all liquid evaporates. Mix onions/mushrooms & spinach together in bowl & make sure onions and mushrooms are evenly distributed throughout the spinach. Beat egg whites lightly. Add grated cheese to egg mixture and mix thoroughly. Add spinach mixture to egg and cheese mixture and stir until mixed well. CRUST: The dough is paper thin and you use many layers. I use a rectangular glass baking dish, sprayed lightly with - PAM. Quickly layer 5-7 sheets on the bottom of the dish spraying each layer lightly with Pam. Then put half of your spinach mixture on top. Put another 5-7 sheets of Phyllo. Then the last of your spinach mixture. Top with 10 to 15 sheets of phyllo, sprayed lightly with Pam between each layer. Remove any excess dough around the edges. Moisten your fingertips and seal around the edges like a normal pie crust. Spray top lightly with Pam. Using a sharp knife cut through the top layer in the pattern you want. (ie: I cut rectangular pattern that is the size of the pieces I will ultimately cut.) In the Greek desert, Baklava they cut diamond shapes. Bake in 400-425 deg. F. oven for 30 min. WARNING: Phyllo dough is sooooo thin it is a little hard to work with because it dries out in about 2 seconds and sticks together. There are hints on the box on how to keep it moist. Use HEALTHY CHOICE FAT FREE grated cheeses. Their cheese is real cheese made with skim milk, it tastes and melts the same (at least in this recipe) as high fat cheeses which is not true for other brand name Fat Free Cheeses I have tried.