2. Heat a large saute pan over medium-high heat. Add 2 tablespoons of oil and warm the oil. Add the leeks and saute, stirring often until golden brown, about 10 to 15 minutes. Turn down the heat to medium if the leeks begin to burn.

3. Add the shredded carrot and continue to saute until all the vegetables are slightly caramelized, about 3 more minutes. Add the spinach leaves toss until just beginning to wilt. Season with salt and pepper and reserve.

4. Bring a large pot of water to a boil and cook the noodles for about 6 minutes, or until al dente. Drain and reserve.

5. To make the topping, in a small bowl, combine the panko, garlic, salt, pepper and butter, and mix with a fork to combine. Reserve.

6. In a large bowl, beat the eggs with an electric mixer on medium speed or whisk until well blended. Add the cottage cheese, sour cream, cream cheese and whisk until the cream cheese is completely blended. Add the mustard, salt, pepper, parsley and lemon zest. Stir in the cooked vegetables and drained noodles and mix to blend.

7. Spoon into the prepared dish. Smooth over with a spatula. Scatter the topping evenly over the noodles.

8. Bake the kugel for 40 minutes or until it is cooked through and topping is browned. Let cool slightly, cut into squares and serve immediately.

(Diane Rossen Worthington is an authority on new American cooking. She is the author of 18 cookbooks, including "Seriously Simple Parties," and a James Beard Award-winning radio show host. You can contact her at www.seriouslysimple.com.)