Spicy Baked Macaroni

This is a recipe from Everyday Italian. It is vegetarian and spicy - I think Colin will like this one. Although he will probably at least double the red pepper flakes.

1 lb. elbow macaroni pasta
olive oil
salt
1/2 lbs. sliced mushrooms
1 onion, chopped
2 cloves garlic, minced
1 14.5 oz. can diced tomatoes
1 10 oz. package frozen spinach, thawed and drained
1/2 tsp. red pepper flakes
1/2 cup bread crumbs
1/4 cup grated Parmesan, plus 1/3 cup
1/4 cup grated Romano, plus 1/3 cup
2 tbsp. butter, softened, plus 2 tbsp.
12 oz. (approx. 2 cups) mozzarella, cubed
1/4 tsp. ground nutmeg

Preheat oven to 350 degrees. Cook macaroni in a large pot of salted water, about 8 minutes. Drain pasta. Meanwhile, in a large skillet, heat about 3 tbsp. olive oil. Add mushrooms, garlic, and onion. Cook about 7 minutes, then add tomatoes, spinach and red pepper flakes. Stir to combine and cook until heated through, about 5 minutes.

In a small bowl, mix breadcrumbs, 1/4 cup Parmesan and 1/4 cup Romano. Grease a 9 x 13 baking dish with 2 tbsp. butter. Sprinkle half of this mixture inside the baking dish to coat.

In a large bowl, combine the vegetable mixture with the cooked macaroni, cubed mozzarella, 1/3 cup Parmesan, 1/3 cup Romano, and the nutmeg. Spoon into prepared baking dish and top with remaining breadcrumb mixture. Dot top with 2 tbsp. of butter, cut into small pieces. Bake until top is golden brown, 30 to 40 minutes.