| 1 box | BARILLA Medium Shells |
| 1/2 cup | pine nuts, divided |
| 2 cups (2 ounces) | fresh spinach |
| 1 cup | fresh basil |
| 4 cloves | garlic |
| 1/3 cup + 2 tbsp. | extra virgin olive oil |
| 2 cups | mushrooms, thinly sliced |
| 1/2 cup | onion, finely chopped |
| 1/2 cup | red bell pepper, chopped |
| 1/2 teaspoon | salt |
| 1/2 teaspoon | freshly ground black pepper |
| 1/2 cup | freshly grated Parmigiano Reggiano cheese |
TOAST 1/4 cup pine nuts by heating in small saute pan over medium-high heat for 4 to 5 minutes, stirring occasionally.
COMBINE spinach, basil, pine nuts and garlic in blender or food processor; mix well. Gradually add oil, blending until thickened; set aside.
HEAT oil in large skillet over medium-high heat. Add mushrooms, onion and red pepper; cook 4 to 5 minutes, stirring occasionally. Season with salt and pepper.
COOK Shells according to package directions. Drain, reserving ½ cup pasta water. Return pasta to pot.
ADD pesto and vegetable mixture to hot Shells. Toss, adding reserved pasta water to desired consistency.
TRANSFER to serving platter; top with cheese and remaining pine nuts.