Gather your ingredients.
Over medium to high heat, crisp the prosciutto in a large sauce pan with the olive oil. We're basically frying fancy bacon.
Remove the prosciutto and set aside on paper towels.
Adding more olive oil if needed, begin cooking the tomatoes, garlic, and shallots in the pan. Reduce heat if needed to avoid burning. Personally, I give the tomatoes a head start to ensure they end up fully cooked and soft. Up to you and how you like them.
Once the garlic, tomatoes, and shallots are softened, add the spinach.
Cook and stir until spinach is wilted.
Add the cheese and cream. Stir until emulsified. Low heat! Add more cream, milk, or water as needed to get your desired consistency. Adjust spices at this point to get the taste you want.
When the sauce is exactly where you want it, add the noodles and gently stir. Let the sauce reduce as you want.
Lastly, add the prosciutto. Stir until it is mixed in, but not much longer.
Garnish. Serve. Enjoy!