4 cups medium pasta shells, uncooked

1 lb. extra-lean ground beef

1 jar (24 oz.) marinara sauce

1 tub (10 oz.) PHILADELPHIA Italian Herb Cooking Creme

1/3 cup chopped fresh basil

1/4 cup KRAFT Grated Parmesan Cheese

1-1/2 cups KRAFT Shredded Mozzarella Cheese with a TOUCH OF PHILADELPHIA

4 cup s medium pasta shells, uncooked 1 lb. extra-lean ground beef 1 jar (24 oz.) marinara sauce 1 tub (10 oz.) PHILADELPHIA Italian Herb Cooking Creme 1/3 cup chopped fresh basil 1/4 cup KRAFT Grated Parmesan Cheese 1 -1/2 cups KRAFT Shredded Mozzarella Cheese with a TOUCH OF PHILADELPHIA

COOK pasta as directed on package, omitting salt. Meanwhile, brown meat in large skillet; drain. Stir in marinara sauce; simmer on medium heat 2 min. Remove from heat.

DRAIN pasta. Mix cooking creme, basil and Parmesan in large bowl; stir in pasta. Spread half the meat sauce onto bottom of 13x9-inch baking dish sprayed with cooking spray; cover with layers of pasta mixture and remaining meat sauce. Sprinkle with mozzarella; cover with foil. Refrigerate up to 24 hours.

HEAT oven to 375ºF. Bake casserole, covered, 40 to 45 min. or until heated through, uncovering after 30 min.