In a large pot heat olive oil. Add onions and simmer on medium heat until semi soft; stir in garlic. Be careful not to burn. Add ground beef and cook until all pink is gone; drain.
In pot with drained beef, gently stir in tomato paste and tomato sauce. Mix in oregano basil, Worcestershire sauce, sugar, red pepper flakes, mushrooms, bay leaves and salt; bring to a boil. Turn heat down to low and simmer for about 2 hours.