Preheat oven to 375.

Boil egg noodles in a large pot of salted water until al dente, about 8-10 mins. Drain.

Put olive oil in a skillet over med heat. Stir in onion, celery, garlic & red pepper flake. Cook 5 mins.

Turn to med-hi. Add mushrooms and cook additional 5 mins.

In large saucepan, melt 5 Tblsp butter. Whisk in flour until smooth. Gradually add milk and cook until thickened. Add salt and pepper.

Stir peas, tuna, vegetable mixture with noodles in the large pot. Add milk mixture.

Stir in cheese.

Spray a large baking dish with cooking spray and transfer mixture from saucepan.

In a small bowl, melt 2 Tblsp butter. Mix in bread crumbs until moistened. Sprinkle over top casserole.

Bake approximately 20 minutes.