Preheat the oven to 425ºF.

Heat 1 tablespoon extra virgin olive oil in a wide pot over medium heat. Add the onion and bell pepper and cook for 6 to 7 minutes until they soften. Add the mushrooms and sauté for 10 minutes, stirring regularly, until the mushrooms release their water and the water evaporates from the pan. Add another drizzle of olive oil if the pot seems dry. Season well with salt and pepper.

Bring a pot of salted water to a boil as the vegetables cook. Cook the elbows for 6 minutes total. They should be just under al dente.

Add the Italian seasoning, garlic powder, and crushed red pepper to the pot of vegetables and stir to coat. Cook for 1 minute until fragrant. Add the spinach and cook for 2 to 3 minutes until wilted.

Add the white wine or water and bring to a boil. Cook for 1 minute. Reduce the heat and add the cooked pasta. Stir to combine.

Add the Parmesan cheese and half the mozzarella cheese. Stir to combine. Sprinkle the remaining half of the mozzarella cheese on top of the pasta. Transfer to the oven for 10 minutes.

Turn on the broiler and broil the cheese for 1 to 2 minutes to brown the top of the pasta. Remove from the oven.

Scatter fresh basil leaves over the pasta and serve alongside your favorite entrée. Enjoy!