Grab a large pot and melt the butter on low heat. Add the raw Orzo pasta and saute until slightly browned. It's like toasting the pasta in rich melted butter. Cook for about 4-5 minutes. Add the liquid, simmer covered on low for about 15 minutes. Add the grated or shredded carrots with the onions. Cover and cook an additional 15 minutes covered on low until the liquid is absorbed. Add the spinach right before serving. Salt and pepper to taste. Serve as a side dish or a main dish. Enjoy.