Boil a large pot of water and cook the macaroni noodles according to the pack-age directions (boil for 10-15 minutes or until al dente). Drain and set aside until ready to use.
Chop the onion and mince the garlic cloves. Cook both in a large skillet in 2Tbsp of olive oil over medium heat until soft (about 5 min.). Add the sliced mush-rooms and cook until they are soft and brown in color (a dash of salt will help).
Preheat the oven to 350. Add the undrained can of tomatoes and the thawed package of spinach to the skillet. I did not drain either one so that the juices would add more flavor. Heat all of the vegetables through then season to taste with salt, fresh ground pepper, nutmeg, cayenne and red pepper flakes (or what-ever seasonings you like).
Stir the cooked vegetables into the pasta (I used the original pasta pot as it was the only thing large enough to hold everything). Dice the mozzarella into small chunks. Combine the parmesan and breadcrumbs in a small bowl. Add the mozzarella and parmesan mixture to the pasta and stir until everything is evenly combined.
Coat a large glass baking dish with non-stick spray and transfer the pasta mixture into it. Cover the dish with foil (to keep the top from drying) and bake for25-30 minutes or until the cheese has fully melted.
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