Mac and Cheese with Cauliflower

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  • Level: Easy
  • Total: 40 min
  • Active: 40 min
  • Yield: 4 servings
  • Nutrition Info
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4 tablespoons unsalted butter

3 cloves garlic, finely grated

1/3 cup panko

Kosher salt and freshly ground pepper

2 tablespoons chopped fresh parsley

8 ounces whole-grain elbow macaroni

1 small head cauliflower, cut into small florets

3 tablespoons all-purpose flour

2 cups 2% milk

2 ounces light cream cheese, at room temperature

8 ounces white cheddar cheese, shredded (about 2 cups)

1 5-ounce package baby spinach (about 8 cups)


  1. Heat 1 tablespoon butter and 1 grated garlic clove in a small nonstick skillet over medium heat until foamy. Stir in the panko, season with salt and pepper and cook, stirring, until golden, about 5 minutes. Transfer to a small bowl and stir in the parsley.
  2. Bring a large pot of salted water to a boil. Add the macaroni and cook as the label directs for al dente, adding the cauliflower during the last 4 minutes of cooking. Reserve 1/4 cup cooking water, then drain the macaroni and cauliflower; set aside. Carefully wipe out the pot.
  3. Return the pot to the stove, add the remaining 3 tablespoons butter and melt over medium-high heat. Add the remaining 2 grated garlic cloves and cook 1 minute. Whisk in the flour and cook until golden, about 2 minutes. Whisk in the milk, return to a simmer and cook until thickened and smooth, 1 to 2 minutes. Whisk in the cream cheese and cheddar until smooth; season with 1/2 teaspoon salt. 
  4. Stir the spinach into the cheese sauce until wilted, then add the macaroni and cauliflower; season with salt and pepper. Stir in the reserved cooking water, 1 tablespoon at a time, until the sauce is creamy and smooth. Divide among bowls and top with the herbed panko.