1-Start by gathering your ingredients and setting up your space, which makes the process smooth and enjoyable. The cooking method builds layers of flavor, from browning the mushrooms to creating a creamy finish that ties it all together.

2-First, boil a large pot of generously salted water for the orzo, as this step helps infuse flavor right from the start. While the water heats, brown the mushrooms in two batches with some of the butter in a sauté pan until they’re deeply caramelized, then set them aside. This technique brings out their umami, making the dish extra tasty.

3-Next, cook the orzo in the boiling water until it’s about two minutes from al dente, reserving a cup of the starchy pasta water for later. In the same pan, use the remaining butter to sauté the minced shallot, garlic, and crushed red pepper flakes for about two minutes until they’re fragrant. Add the cooked mushrooms and heavy cream, then season with fine sea salt and freshly ground black pepper, stirring everything together for a cohesive mix.

4-After draining the orzo, add it to the pan along with that reserved pasta water and cook until it’s al dente, which usually takes just a couple more minutes. Once off the heat, stir in the Parmesan cheese, fresh baby spinach, chopped basil, and the optional lemon zest and juice until the spinach wilts nicely. Adjust the sauce consistency with more pasta water if needed, and serve it warm, perhaps with a little extra Parmesan on top.