In large high-sided skillet, layer macaroni, mushrooms, tomatoes, zucchini, onion, garlic, thyme, salt and pepper; pour in water.

Cover and bring to boil, stirring occasionally. Cook for 8 to 10 minutes or until macaroni is al dente and almost all of the water has evaporated.

Strain to remove remaining liquid if necessary; stir in Parmesan, basil and olive oil.