Ingredients:
1 box of elbow/macaroni pasta
2 tbs olive oil
1 1/2 cup chopped mushrooms (for this one I used button, cremini and portabella)
1/2 red onion chopped
3 garlic cloves minced
1 can of diced tomatoes
2 1/2 cups of baby spinach
1/2 cup bread crumbs
1/2 cup of Parmesian/Romano cheese
1 tbsp butter
1 1/2 cup of shredded mozzarella cheese
1/2 tsp oregano, salt, pepper, red pepper flakes, dried basil

Directions:
1.  Boil pasta according to instructions, drain when pasta is al dente. Set aside.
2. Heat oil over medium heat and cook the onion, garlic and mushrooms until tender. Add in tomatoes, spinach and seasoning and bring to a boil.  Simmer and let cook for another 10 to 15 minutes.
3. Preheat oven to 350 degrees and grease a 9x13x2 inch glass baking dish with butter.
4. Combine parmesan/romano cheese and breadcrumbs in a bowl.  Sprinkle greased dish with a couple tbsps of the crumb/cheese mix until evenly coated.
5. When the tomato/veggie mixture is done add the pasta and sauce into a large bowl and combine so that it is evenly mixed.  Add the mozzarella and stir, and then add the rest of the cheese/crumb mixture leaving back only 2 tbsp.  Combine well.
6. Spread mixture into baking dish and top with remaining cheese/crumb mixture.
7. Bake in the oven for 30 to 35 minutes or until golden brown.

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