In a 3.5 quart saute pan or 4 quart Dutch oven, add the olive oil and heat until it shimmers. Turn the heat down to medium-low and stir in the shallots and garlic. Cook for 6-7 minutes, stirring occasionally, OR until shallots are soft and garlic is slightly golden and fragrant.
Meanwhile, empty the tomatoes into a bowl and either crush the tomatoes by squeezing them with your hands or mash with a potato masher until broken down into smaller bits. Set aside.
To the shallots and garlic, add the tomato paste, stirring and mashing frequently for about 3 minutes, or until slightly darker in color. Sprinkle in the Italian seasoning, red pepper flake and salt. Stir.
Pour the tomatoes and water into the pot and bring to a boil. Add the penne, adjust the heat to simmer, stirring frequently to prevent sticking. Cook until aldente, about 11-14 minutes. It will seem almost soupy, but will thicken as the remaining ingredients are added.
Remove from heat and stir in the mascarpone cheese until completely melted. Return to low heat and stir in the spinach, adding one handful after another stirring until wilted. Taste for salt adjustment.
Spoon into bowls and serve with fresh grated Parmesan, torn basil leaves and fresh ground black pepper.
To Store: Store in a lidded container in the refrigerator for up to three days. Gently reheat stove top. You can freeze this recipe, however, the pasta looses its firmness and breaks easily.