Tender roasted cauliflower replaces the pasta in this rich and cheesy cauliflower mac and cheese that’s made with two kinds of cheese and lots of toasted breadcrumbs on top.

We’re taking our comfort food game to the next level today while at the same time saying goodbye to an overload of carbs!
This mac and cheese is relying on the almighty cauliflower to replace the pasta and while I definitely wouldn’t say it’s a replacement for standard mac and cheese, it sure is amazing in its own way!
Kinda hard to argue with two kinds of cheese in the sauce and crispy breadcrumbs on top, ya know?

I would even go so far to say that people may not even be aware that they’re eating cauliflower in this mac and cheese because of how well the rich cheese sauce disguises it. Sneaky, sneaky cauliflower..
This Mac and Cheese features…
- Tender roasted cauliflower
- A rich and gooey cheese sauce
- Crispy panko breadcrumbs baked on top.
- Minutes to make and an incredible low-carb side dish

Making the Mac and Cheese
(scroll down to the bottom of the post for the full recipe)
Ingredients You Will Need
- Cauliflower
- Olive oil
- Unsalted butter
- Garlic
- All-purpose flour
- 2% or skim milk
- Heavy whipping cream
- Cheddar cheese
- Monterey jack cheese
- Panko breadcrumbs
How To Prep Cauliflower
Start by cutting the stem from the cauliflower and then cutting the white portion into 1-inch florets, being mindful of getting your florets all the same size so they cook evenly.
We are going to roast the cauliflower before adding to the sauce because this gets a jumpstart on cooking and makes it faster to cook in the cheese sauce later.
Toss cauliflower florets with olive oil, salt, and pepper, arrange in a single layer on a sheet pan, and roast at 400F 15-20 minutes until crisp-tender.

Tips for Perfect Mac and Cheese
- Make a roux – a roux is equal parts butter and flour and it is the base to your sauce. Cook the roux over medium heat, whisking constantly until a light golden brown.
- Slowly drizzle in milk + cream – use a whisk to evenly incorporate the liquids into the roux to avoid lumps.
- Cook sauce over medium heat – once the milk and cream have been added, cook the sauce over medium heat and stir often to avoid burning. The sauce is done when it’s bubbly and can coat the back of a spoon.
- Fold in cheeses offheat – this will prevent the cheese from burning. Once the sauce is thickened, remove from heat and whisk in cheeses until melted.
- Broil mac and cheese after baking – a quick broil will brown the breadcrumbs perfectly.
Recipe Variations
Try these ideas for a different twist on this recipe.
- Use different cheeses – try mozzarella, sharp cheddar, gouda, Parmesan, or asiago.
- Add more veggies – try folding in sauteed mushrooms, zucchini, spinach, or sweet pepper.
- Serve alongside pasta – if you’re really missing the pasta in this dish, feel free to cook up your favorite shape of pasta and serve alongside mac and cheese.
- Make it spicy – my husband loves this mac and cheese with a good hot sauce or red pepper flakes on top.
- Add meat – fold in cooked chicken, crispy bacon, or steak.

Next time you’re craving mac and cheese but want to avoid the carbs, I highly encourage you to give this cauliflower version a try! The rich cheesy goodness paired with the tender roasted cauliflower and crispy breadcrumbs is absolutely magic.
Mac and cheese of total champs!
Save this recipe using the ‘save to recipe box’ button below. If you make it, please let us know! Leave a comment + star rating below, or take a photo and tag it on Instagram with #wholeandheavenlyoven.

Watch this mac and cheese made step-by-step on Google web stories.
More cauliflower favorites to cook up next!
- Roasted Cream of Cauliflower Parmesan Soup
- Cauliflower Chickpea Salad
- Cheesy Cauliflower Potato Soup
Cauliflower Mac and Cheese
This recipe may included paid links. As an Amazon Associate, I earn a commission from qualifying purchases.
Ingredients
- 1 medium head of cauliflower, cut into 1-in florets (about 6 cups)
- 2 tablespoons olive oil
- Salt and pepper to taste
- 1/4 cup unsalted butter
- 2 medium cloves garlic, minced
- 1/4 cup all-purpose flour
- 2 cups 2% or skim milk
- 1/4 cup heavy whipping cream
- 1 cup shredded cheddar cheese
- 1 cup shredded Monterey jack cheese
- 1/2 cup panko breadcrumbs
Instructions
- Preheat oven to 400F and line a large sheet pan with parchment paper. Toss cauliflower florets with olive oil, salt, and pepper to taste and arrange in a single layer on sheet pan. Roast cauliflower at 400F 15-20 minutes until nearly tender and a light golden brown. Keep oven on and set cauliflower aside.
- In a medium saucepan over medium heat, melt butter. Whisk in garlic and flour and let cook 2-3 minutes until golden brown. Slowly drizzle in milk and cream, whisking constantly until smooth and incorporated.
- Cook sauce over medium heat, stirring occasionally until sauce is bubbly and thickened. Remove from heat and add cheeses, stirring until melted.
- Fold roasted cauliflower into sauce and season mac and cheese with salt and pepper to taste. Scrape mixture into a greased 9-inch baking dish and top with panko breadcrumbs.
- Bake mac and cheese at 400F 20-25 minutes until bubbly. Optionally, broil mac and cheese 2-3 minutes on high to brown breadcrumbs. Serve mac and cheese warm and enjoy!
Notes
Nutrition
This post was updated with new recipe adjustments and photos on 1/18/24.
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