Wash and dry all produce. Preheat broiler to high or oven to 500 degrees. Bring a large pot of salted water to a boil. Halve, peel, and finely dice onion. Core and dice tomato.

Add pasta to boiling water. Cook until al dente, 9-11 minutes. Drain when finished.

Heat a large drizzle of olive oil in a large tall-sided pan over medium heat. Add onions and toss until softened, about 5 minutes. Add tomatoes and toss until broken down, another 5 minutes. Season with salt and pepper.

Wilt the spinach: Stir spinach into pan to wilt. (HINT: You may need to work in stages.) Season with salt and pepper. Remove pan from heat.

Add drained pasta, 3 Tablespoons cream cheese, 1 Tablespoon butter, and 2 packages cheddar cheese. Thoroughly combine to melt cheeses. Slowly add milk 1 Tablespoon at a time to reach a creamy consistency (we used roughly 1/2 cup). Season with salt and pepper. TIP: If pasta isn’t hot enough to melt cheeses, place pan over low heat.

Broil and serve: Sprinkle with Panko and remaining cheddar cheese. Transfer to oven and broil until melted and golden brown, 2-3 minutes. (TIP: Keep a close eye on it!) Serve the mac and cheese divided between bowls and enjoy.