Preheat oven to 350 degrees
Boil water and add pasta- cook until al dente.
In saute pan/skillet over medium heat add oil, mushroom, onion and garlic- cook about 7 mins or until onion is golden. Add tomatoes, spinach, crushed red pepper- cook 5 more minutes.
Mix 1/4 c romano and 1/4 c parm with bread crumbs. Grease casserole dish/baking pan and coat the bottom and sides of the greased pan with half the bread crumb mixture.
In large bowl mix the veggie mixture, pasta, nutmeg, and the remaining parm/romano cheeses. spoon into prepped baking pan. Top with remaining bread crumb mixture and dot the top with remaining butter. Bake until golden brown ~30-40 mins.
ENJOY!! :)