Baked Mac & Cheese with Cauliflower

Winter weather has arrived! Perfect timing for this mac & cheese makeover recipe from writer Nora Becker, who was inspired to create it after interviewing farmers at the Saturday Berkeley Farmers’ Market. Read the story of that fun and informative visit here (and find three more recipes)!


Photo by Nora Becker

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Baked Mac & Cheese with Caramelized Cauliflower

  • Author: Recipe and photos by Nora Becker
  • Yield: Serves 2 to 4 1x


This is comfort food at its finest. Perfectly creamy and cheesy, with a layer of caramelized, buttery cauliflower to add some complexity. The breadcrumbs, I suppose, are optional, but they are entirely delicious and add a crunchy, savory bite to the dish that I find critical. I made my own breadcrumbs because I always have some bread around, but if you have none to sacrifice for the cause, feel free to swap in Panko. Finish with thinly sliced scallions—sprinkled all over—to add a gorgeous burst of color and a delightfully bright, fresh component to an otherwise rich dish. A crowd pleaser, for sure.


Units Scale
  • 1 medium-large cauliflower, sliced
  • 23 tablespoons extra virgin olive oil, divided
  • Kosher salt and freshly ground black pepper
  • 12 slices stale (or fresh) bread, crusts removed
  • 2 garlic cloves, peeled
  • 1/2 pound fusilli, penne, shells, or elbow pasta
  • 2 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • 2 cups whole milk
  • 1/2 teaspoon smoked paprika
  • 6 ounces sharp Cheddar cheese, grated
  • 8 ounces Gruyère, grated (Set aside 2 ounces for topping.)
  • 3 scallions, sliced thinly at an angle, to serve


Preheat the oven to 375°F.

To prepare the cauliflower: Toss the sliced cauliflower in a bowl with 1 tablespoon olive oil. Lay slices close together on a parchment-lined baking sheet. Sprinkle with kosher salt to taste and grind some black pepper over top. Bake, flipping halfway through, until the edges are nicely browned and the stems are relatively tender, 25 to 30 minutes. Set aside.

To make breadcrumbs: Feel free to use fresh bread here if you have none that’s stale. Either way, remove crusts, and break into small pieces. (If using fresh, dry it out in a hot oven for a few minutes.) Place bread pieces into a blender along with the garlic cloves, olive oil, and a little salt and pepper. Blend until the contents are uniformly small, coarse crumbs. This should be about ½ cup worth of breadcrumbs. Set aside.

To cook pasta: Bring a pot of salted water to a boil, add pasta, and cook according to package directions until the pasta is just verging on al dente. Drain and set aside.

To make the cheese sauce: In a large pot, melt butter over medium heat, whisking as it bubbles, sputters, and begins to brown, about 2 minutes. Whisk in the flour and continue whisking until flour just starts to turn golden, about another minute or so. Slowly add in milk, whisking all the while to prevent clumps. Add the paprika, about a ½ teaspoon of kosher salt (start with less if using Morton’s or sea salt), and pepper, and be prepared to add more seasoning to taste. Bring to a simmer, continuing to whisk until all ingredients are incorporated. Add the grated cheese, whisking until melted and fully combined. Check the seasoning levels—you may want to add more salt, pepper, or paprika here. Add the cooked pasta and make sure it is fully coated in the cheese sauce.

Increase the oven temperature to 425°F.

Transfer the mac and cheese mixture to an 8 x 8-inch baking dish or a rimmed baking sheet. Arrange the roasted cauliflower slices in a layer on top of the mac and cheese. Add another layer of grated cheese (if you like), and finally, top with an even layer of breadcrumbs. Bake for about 25 minutes. It’s done when the cheese sauce is bubbling and forming a crisp ring around the edge of the dish. The breadcrumbs should be golden brown. Remove from oven and let cool for a few minutes before topping with sliced scallions to serve.


  • Category: Entrée
  • Cuisine: Comfort food