Cook orzo according to package directions; drain, reserving 1/3 cup (75 mL) cooking liquid.

Meanwhile, heat oil in large skillet set over medium heat; cook onion, mushrooms, cherry tomatoes, thyme, garlic, salt, pepper and red pepper flakes for 8 to 10 minutes or until mushrooms are golden brown and tender.

Stir in spinach; cook for 1 to 2 minutes or until slightly wilted. Add pasta, cooking liquid and goat cheese; cook for 2 to 3 minutes or until pasta is well coated and creamy.

Remove from heat. Stir in cream, lemon juice and chives.