Slice mushrooms, cutting any extra large slices in half. Measure out remaining ingredients and set aside, this dish comes together super fast so it helps to have everything all ready to go!

Melt 1 TBSP butter in a large pan (grab one that's deep enough for your orzo + sauce) over medium-high heat then add your sliced mushrooms.

Sauté until tender, season with a small pinch of salt and pepper and red pepper flakes, then set aside.

Add remaining butter to the pan and sauté your shallot and garlic until tender, adding the garlic towards the end to prevent burning. if extra butter is needed, feel free to add a little.

Add your milk, broth, salt, pepper, and garlic powder. Stir with a whisk to deglaze the pan.

With your burner set to medium (I had mine set to 6) add the orzo and stir. Set timer for 10 minutes. Once the orzo starts to really boil and bubble, reduce heat to low (2 worked great on my stove) and continue to simmer, stirring occasionally. 

Once the pasta is al-dente or your ideal softness, remove from heat. Sauce will be thin and thicken as it cools. Add your parmesan, spinach, and mushrooms (saving some shrooms to garnish if you want to be all fancy)

Season to taste as desired, garnish with reserved mushrooms and any additional cheese your heart desires and dig in while it's hot!