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Baked Penne with Cauliflower and Cheese

Scott Phillips

Servings: 6

Cauliflower and cheese are a classic combination, and here they come together in a sophisticated take on macaroni and cheese. The cauliflower adds flavor and beneficial nutrients, and it lightens up the calorie count of each portion.


  • 4 cups 1-1/2-inch cauliflower florets (about 1 lb.; from 1/2 head)
  • 1 medium onion, sliced
  • 2 cloves garlic, peeled
  • Fine sea salt or table salt
  • 12 oz. dried penne
  • 2 cups 1% milk
  • 1 tsp. dry mustard
  • Freshly ground black pepper
  • 2 tsp. chopped fresh thyme
  • 2 oz. coarsely grated sharp white Cheddar (about 1/2 cup)
  • 1-1/2 oz. finely grated Parmigiano-Reggiano (1-1/2 cups using a rasp grater)

Nutritional Information

  • Calories (kcal) : 350
  • Fat Calories (kcal): 70
  • Fat (g): 8
  • Saturated Fat (g): 4
  • Polyunsaturated Fat (g): 1
  • Monounsaturated Fat (g): 2
  • Cholesterol (mg): 20
  • Sodium (mg): 790
  • Carbohydrates (g): 52
  • Fiber (g): 5
  • Protein (g): 18


  • Position a rack in the center of the oven and heat the oven to 375°F.
  • Put the cauliflower, onion, and garlic in a steamer basket set over 1 inch of boiling water in a 6- to 8-quart pot. Cover and steam until the cauliflower is tender, 10 to 15 minutes. Transfer the cauliflower, onion, and garlic to a blender.
  • Fill the pot three-quarters full of salted water and bring to a boil over high heat. Add the pasta and cook for 3 minutes less than the package timing. Drain and return the pasta to the pot.
  • While the pasta cooks, add 1 cup of the milk, the dry mustard, 1 tsp. salt, and 1/2 tsp. pepper to the vegetables in the blender and purée until smooth. Transfer to a 3-quart saucepan and stir in the remaining 1 cup of milk and the thyme. Heat over medium-low heat until hot but not boiling, about 3 minutes.
  • In a small bowl, mix the Cheddar and Parmigiano. Add all but 1/2 cup of the cheese to the sauce and stir until the cheese is melted. Add the sauce to the pasta and stir to combine. Transfer the pasta and sauce to an 8-inch square baking dish and sprinkle with the remaining cheese. Bake until heated through and the cheese is beginning to brown, 20 to 30 minutes.


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Reviews (18 reviews)

  • shelleytee | 06/27/2020

    I’ve been making this for years with great feedback. I add a bit of cayenne and sometimes some nutmeg. I use any hard cheese I have around with a mix of Parmesan. I also don’t use as much milk. And I use more pasta to finish out the box. It’s a forgiving recipe. It’s much lighter than regular Mac and cheese made with bechamel, which I find to be too rich. The cauliflower adds
    dimension. And you can give it a few minutes under the broiler to much it a little crunchy.

  • ardenc | 02/27/2019

    I tried this recipe because I have been experimenting with different mac & cheese recipes. I used what was on hand, regular cheddar cheese and Parmesan. I used 2 cups because I like mac & cheese to be cheesy. I used a food processor instead of the blender and you may have to do this in 2 batches with a blender to get a smooth consistency. For my first attempt I cooked the entire box of pasta and split it into two 8 x 8 casserole dishes. I like a little more flavor so I added some chopped pickled jalapeños to one of the dishes but canned green chilies are great too! I also added 4 tablespoons of melted butter to 1/2 cup breadcrumbs, (I used Panko) per dish on top of the casserole for that crunchy topping. We liked this very much and would make it again.

  • cozette | 10/19/2017

    Well, I made this "EXACTLY as written" and my husband and I loved it! (On, there was that dab of heavy cream I added, sorry, but the quantities were the same.)

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