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Preheat oven to 425 degrees.
Gather and prep your ingredients.
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In a heavy skillet, add the butter, onions, red pepper flakes. Saute till translucent and beginning to caramelize.
Bring a pot of salted water to boil for pasta.
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Add garlic, mushrooms, nutmeg, thyme, salt, and black pepper. Saute until mushrooms are soft.
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Alongside the skillet, at the same time, cook pasta to al dente and strain. Set aside.
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Stir in flour, and cook until lightly browned.
Add turkey to skillet and stir in.
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Add broth and milk. Simmer and stir until thickened
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Fold in fresh spinach one handful at a time.
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Fold in 2-3 handfuls of parmesan cheese.
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Gently toss in al dente pasta until well combined,
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Top with remaining parmesan cheese.
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Top again with crispy fried onions. Place in oven and bake about 25 minutes until onions are browned and sauce is bubbly
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Enjoy!