Cauliflower Macaroni & Cheese

How good does this look!?!?

The best part about it is that the calories are cut down like crazy!

And even better part about it…a serving of vegetables in every serving!!!



Cauliflower Macaroni and Cheese

adapted from Food Blogga


  • 1 head cauliflower
  • 1/2 pound elbow macaroni (multi-grain or whole wheat kind is even better!)
  • 2 tablespoons butter
  • 1/4 cup unbleached all-purpose flour
  • 2 cups skim milk, plus 1/2 cup for pureeing cauliflower
  • 1 cup grated part-skim sharp cheddar cheese, plus 1 cup for sprinkling on top
  • 1 teaspoon salt
  • fresh ground black pepper
  • 1/4 cup plain dry breadcrumbs
  • 1/4 cup panko breadcrumbs
  • 2 tablespoons butter, cut into cubes for the topping


  1. Preheat oven to 350°F.
  2. Spray a 9-inch square baking dish with cooking spray, set aside.
  3. Bring a large pot of water to a boil.
  4. Trim cauliflower and break into small florets.
  5. Boil the cauliflower until tender (about 10-15 minutes).
  6. Take out the cauliflower and place in a food processor with 1/2 cup milk and puree until thick and smooth. Set aside.
  7. In the same pot, add a little bit of water and cook the noodles according to directions until al dente.
  8. For the sauce, melt the 2 tablespoons of butter in a medium saucepan over medium heat.
  9. Add the flour and whisk briskly.
  10. Gradually add 2 cups milk, whisking continuously, until it reaches a boil.
  11. Reduce the heat and simmer for 3 minutes, or until thick and bubbly.
  12. Add the pureed cauliflower, 1 cup cheddar cheese, salt and black pepper.
  13. Whisk until smooth and remove from heat.
  14. Add cooked pasta to the cheese sauce and toss until well coated.
  15. Pour into the prepared baking dish and sprinkle remaining 1 cup cheddar evenly over the top.
  16. Sprinkle both types of breadcrumbs over the cheese.
  17. Sprinkle the 2 tablespoons of butter on top of the breadcrumbs.
  18. Bake for 40-45 minutes or until golden brown on top and the cheese sauce is bubbling around the edges.




  1. Hi there. I wanted to let you know this blog post inspired me to make this recipe for a blog event called Crazy Cooking Challenge, an event where about 60 bloggers picked random mac and cheese recipes from blogland, make the recipes, and then blog about them. I’ve linked my post back to your blog. I’d love it you paid me a visit to take a look.

    Patricia (aka ButterYum)

Leave a Reply

Your email address will not be published. Required fields are marked *