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Heat 2 tablespoons extra virgin olive oil in a large pot or Dutch oven. Add 1 onion, 2 carrots, and 1½ cups cherry tomatoes, and sauté on medium heat for 4–5 minutes, until the veggies start to soften and caramelize slightly.
Add 2 cloves garlic (grated), 2 bay leaves (or thyme), 1 teaspoon dried oregano, ¼ teaspoon red pepper flakes, and 2 tablespoons tomato paste. Stir well and cook for 1 minute to deepen the flavor.
Add 2 cans lentils (drained and rinsed), 4 cups vegetable broth, ½ teaspoon salt, and pepper. Stir, bring to a boil, then reduce to a simmer for 10 minutes to let the flavors come together.
Stir in 1 cup orzo pasta and simmer until the pasta is al dente, about 8–10 minutes, stirring often so it doesn’t stick. Add more broth or hot water as needed to keep it saucy and creamy.
When the orzo is nearly done, stir in 5 ounces baby spinach and cook for 1 more minute, just until wilted. Turn off the heat while the orzo is still slightly firm—it will continue cooking in the residual heat. Taste and adjust for salt, then serve with a squeeze of lemon juice for freshness.