Spicy Baked Macaroni

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