Better than Macaroni and Cheese

• 1 pound pasta, elbow macaroni prefer whole wheat
• 2 1/2 tablespoons olive oil
• 3 cloves garlic minced, or as needed
• 1 each onions chopped
• 1/2 pound mushrooms quartered, any kind or several kinds mixture
• 14.5 ounces tomatoes diced, 1 can
• 10 ounces spinach, frozen thawed and and drained of excess liquid, 1 package
• 1/2 teaspoon red pepper flakes or to taste
• 1/2 cup bread crumbs
• 1/4 cup parmesan, parmigiano-reggiano cheese, grated plus 1/3 cup
• 1/4 cup romano cheese plus 1/3 cup
• 2 tablespoons butter divided
• 12 ounces mozzarella cheese cubed
• 1/4 teaspoon nutmeg freshly ground

1. Preheat the oven to 350F (180C).
2. Bring large pot of salted water to a boil.
3. Add pasta and cook until tender but still firm to the bite, stirring occasionally, 8 to 10 minutes.
4. Drain pasta.
5. In large skillet, heat olive oil over medium heat.
6. Add mushrooms, onion, and garlic.
7. Cook until mushrooms are tender and onion is golden, 8 to 10 minutes.
8. Stir in tomatoes, spinach, and red pepper flakes.
9. Mix well and cook until heated through, about 5 minutes.
10. In small bowl, mix together bread crumbs, 1/4 cup Parmesan, and 1/4 cup Romano.
11. Spread softened butter in 9 by 13-inch glass baking dish and sprinkle half of the bread crumb mixture inside the dish to coat.
12. In large bowl combine vegetable mixture with cooked macaroni, cubed mozzarella, remaining Parmesan and Romano cheeses, and nutmeg.
13. Spoon into prepared baking dish, top with remaining bread crumb mixture, and dot top with remaining butter.
14. Bake until top is golden brown, 30 to 40 minutes.
15. Cool slightly and serve warm.

pasta, olive oil, garlic, onions, mushrooms, tomatoes, spinach, red pepper, bread crumbs, parmesan, romano cheese, butter, mozzarella cheese, nutmeg freshly

Taken from recipeland.com/recipe/v/better-than-macaroni-cheese-50503 (may not work)