Add the ground beef to a soup pot/Dutch oven and break it up a little bit with your spoon. Let it cook, without stirring, over medium-high heat for 5-6 minutes.

Add the onion to the pot and stir/break the beef up into small pieces. Let it cook for another 5 minutes or so. If there's a lot of excess fat, spoon some of it out. Otherwise, leave it in the pot.

Stir in the garlic, red pepper flakes, Italian seasoning, and orzo. Cook for about a minute.

Stir in the tomato sauce, beef broth, cream, and Worcestershire sauce. Once it starts to bubble, continue cooking for 10 minutes, uncovered, stirring fairly often. You will likely need to turn the heat down a bit.

Take the pot off the heat, stir in the parmesan and spinach, and cover the pot for about 3-5 minutes or until it has thickened up to your liking. Season with salt & pepper as needed and serve immediately.