Recipe: Healthy(ish) Baked Macaroni & Cheese with Cauliflower

First, make no mistake that there is real pasta in this recipe. Anyone who knows me knows that I don’t go for pasta “substitutions” such as cauliflower. Pasta is pasta. Cauliflower is cauliflower. Let that be known.

With that said, that doesn’t mean that the two can’t. Cauliflower AND pasta? Now that I can get behind! I love the idea so much that this recipe for healthy(ish) baked macaroni and cheese was born.

This recipe is a great way to work veggies into your meals, and it’s just as satisfying as any other recipe for macaroni and cheese, because…well…it IS macaroni and cheese (with cauliflower). This recipe makes enough to fill a typical casserole dish, so you’ll have some leftovers (unless you eat it all in one sitting, which you’ve been warned — it may happen).


8 oz whole wheat pasta of choice (about half of a box)

1 head of cauliflower cut into bite-sized pieces

3 TBSP butter or spread of choice

1 3/4 cups skim milk

2 cups shredded sharp cheddar cheese

2 cups mozzarella cheese

2 TBSP King Arthur all-purpose unbleached flour

1 TBSP Worcestershire sauce (this is where the magic happens!)

1 tsp dried basil

1 TBSP garlic powder

Salt and pepper to taste — Worcestershire sauce can be salty, so easy on the added-salt.

Bring about 4 quarts of water to a boil. Add the pasta and boil according to the time on the box. When the pasta has about six minutes left to boil, toss in the cauliflower and stir. Add a dash of salt to the water. After adding the cauliflower, the water should begin to boil again in about 45-60 seconds.

When finished boiling, the cauliflower should be just tender and the pasta should be al dente. Drain. While the pasta and cauliflower chill in the strainer, add the flour and butter to the pot. Cook on low for about 2 minutes or until the flour and butter are well-combined. Slowly add the skim milk, whisking as you pour it in the pot. Add the Worcestershire sauce and turn the heat to med-high. Wisk at this temp for about five minutes. ProTip: Do NOT stop whisking! Milk can burn easily and stick to the pot.

Reduce the heat to low and continue to whisk the mixture until the bubbling and simmering stops. Slowly add the cheddar cheese 1/2 cup at a time, basil, garlic powder, and salt and pepper. Whisk together. Slowly fold in the pasta and cauliflower mixture. Stir with a spoon (not a whisk) until the pasta and cauliflower are coated evenly.

Grease a casserole dish with cooking spray or butter/spread of choice. Transfer the macaroni and cheese to the casserole dish. Spread the shredded mozzarella evenly across the top of the mixture. Bake for 18-20 minutes. Serve and enjoy! Tag your photos #cookingwithcourt

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