1-First: bring a large pot of generously salted water to a boil, as this step seasons the orzo perfectly from the start.

2-In a large sauté pan, melt 1 tablespoon of butter over medium-high heat and cook half the sliced mushrooms for about 5 minutes until they’re nicely browned, then transfer them to a plate.

3-Next, repeat with another tablespoon of butter and the remaining mushrooms to avoid overcrowding and achieve even browning. Cook the orzo in the boiling water until it’s 2 minutes short of al dente, which usually takes around 6-8 minutes depending on the brand.

4-Then, add the remaining butter to the pan and sauté the minced shallot, garlic, and crushed red pepper flakes for about 2 minutes until fragrant. Return the mushrooms to the pan along with the heavy cream, salt, and pepper, stirring everything to combine; remove from heat if the orzo isn’t ready yet.

5-Once the orzo is done, add it to the pan with 1 cup of reserved starchy pasta water, stirring until the orzo reaches al dente texture. Finally, remove from heat and stir in the Parmesan cheese, fresh baby spinach, chopped basil, and the zest and juice of 1 small lemon if you’re using it, mixing gently until the spinach wilts.

6-Adjust the seasoning and texture with extra salt, pepper, lemon juice, or pasta water as needed, then serve warm, garnished with more Parmesan. This method takes about 40 minutes total, ensuring a creamy, comforting result every time.