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Cauliflower Mac and Cheese

We’ve taken nothing out! Only added good things.

These days, we’re seeing cauliflower everywhere as a low-carb staple. It’s used as a replacement for potatoes, for rice… even for pizza crust. That may all be well and good, but that’s not what this mac and cheese is about. It’s not “mac” and cheese or mac and “cheeze”; it’s still the unapologetically cheesy, carby goodness that you know and love as mac and cheese. There’s still pasta in there… it just has a little extra flavor bump from some cauliflower. (And, okay, maybe a few extra nutrients too.)

In this recipe, large shells are mixed with tender cauliflower florets in an absurdly creamy cheese sauce that’s highlighted with a little bit of nutmeg and cayenne. You can always leave out the latter, but it doesn’t make the dish spicy, it just gives it an awesome extra flavor component. You can use regular macaroni noodles or penne, but we like shells, particularly for that moment when you come across one that’s facing right side up and cupping the cheese sauce like a generous little vessel of all things delicious. Do you see that one down there in the picture? That’s the noodle everyone wants on their plate.

The cauliflower nestles between the shells, adding a mildly nutty component and a lovely variation in texture, so there’s a little toothsome bite alongside the comforting chewiness of the noodles. We promise, it’s mac and cheese as you know and love it. It’s just… a little bit extra. And there’s nothing wrong with being a little extra now and then.

Serves 4-6

45 minutes

  • 1 lb (16 oz) large shell pasta
  • 4 cups sharp cheddar cheese, grated and divided
  • 3 cups whole milk
  • 1 head cauliflower, chopped into florets
  • 1/2 cup (1 stick) unsalted butter
  • 1/4 cup all-purpose flour
  • 1/2 teaspoon kosher salt (or more to taste)
  • 1/4 teaspoon freshly ground pepper (or more to taste)
  • 1/2 teaspoon ground nutmeg
  • 1/4 teaspoon ground cayenne pepper (optional)
  1. Preheat oven to 375°F and butter a 9x13-inch baking dish. Set aside.
  2. Bring a large pot of salted water to a boil and add the pasta. You want to cook the pasta 2 minutes less than the package indicates. About 4 minutes before the end of the cooking time, add the cauliflower florets. Drain everything well and return to pot.
  3. While pasta is cooking, melt the butter in a medium saucepan over medium heat. Whisk in flour and cook 2-3 minutes. Gradually add the milk while whisking constantly, and cook until sauce thickens, about 6-8 minutes, stirring often. Season with salt, pepper, nutmeg, and cayenne pepper, if using.
  4. Remove from heat and stir in 3 cups of the grated cheese. When cheese has melted, pour over pasta and cauliflower and stir to combine. Pour into prepared baking dish and top with remaining cheese.
  5. Bake until cheese has melted and top is golden brown, 20-25 minutes. Let sit five minutes before serving. Enjoy!

Adapted from Foodie Crush.

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