Preheat the oven to 350? F. Grease a 9x13 inch pan.

Melt 2 tablespoons butter in a medium pot. Add the mushrooms and cook undisturbed for 5 minutes or until golden. Add thyme, and a pinch of salt and pepper. Cook 4-5 minutes until fragrant. Remove the mushrooms from the skillet.

Add the remaining 6 tablespoons butter, garlic, basil, and oregano to the skillet. Cook for 30 seconds until fragrant. Whisk in the flour and cook for about 1 minute. Add the wine, then the milk. Bring to a boil and stir for 1 minute. Remove from heat and stir in 1/2 cup mozzarella and 1/2 cup parmesan cheese until melted and smooth. Set the cheese sauce aside.

Bring a large pot of salted water to a boil and cook the pasta until al dente according to package directions.

In a bowl, combine the ricotta, provolone, and spinach.

Spread 1/3 of the cheese sauce in the bottom of the prepared baking dish. Spoon 1 tablespoon of the ricotta mixture into each shell, placing it in the dish as you go. Sprinkle over 1/2 cup mozzarella, pour the remaining cheese sauce over top, and top with 1/4 cup parmesan and the mushrooms. Cover and bake for 25 minutes until bubbly, then remove the foil and bake for another 15-20 minutes.