heat skillet on medium heat. add ground beef and cook until no longer pink. drain excess fat from skillet.saute all ingredients except potatoes and breadcrumbs, milk and butter.

preheat oven to 350°

peel and boil potatoes while beef is simmering. drain potatoes, mash, add butter and milk. whip until creamy.

Pour beef mixture into casserole dish. Layer mashed potatoes on top, sprinkle breadcrumb parmesan cheese mixture on top. Place in oven, uncovered for 30 minutes or until slightly browned.