Macaroni and Cauliflower Cheese Bake

This is a tasty and healthier take on some good comfort food:  macaroni and cheese. Some of the pasta is replaced by cauliflower; spinach is added for color, texture, and additional nutrition.  The cheese sauce is made only of cheese and sour cream—no heavy cream, no half and half, no roux—three things that make it healthier and very easy to put together.   The spinach is wilted first over the boiling water and the cheese is melted in a double-boiler style.  It’s a 2 pot meal with an additional baking pan if you choose to bake the macaroni before serving.

Steaming Spinach 2

The original recipe did not include spinach, and it can be left out if you want.  Other greens, such as arugula, collard or mustard greens could be added.  Broccoli could be used instead of the cauliflower, onions could be sautéed and added – the variations are as many as you can imagine.  A small amount of pureed butternut squash or pumpkin can be added to the cheese sauce to create a more vibrant color.

Low-fat cheese and whole-wheat pasta are recommended to decrease the saturated fat content and increase the fiber of the dish, but keep in mind that while healthier, this is still not an every-day meal.  A side salad is a great accompaniment as it provides additional vitamins, fiber, and helps fill you up.

Before bakingAfter Baking

Macaroni and Cauliflower Cheese Bake
Adapted from: Jamie Oliver’s Food Revolution Cookbook

Serves: 8

Cookware needed:
A large pot – 8 qt size or larger
A large metal or glass bowl that fits on top of the pot
9 x 13 baking dish (if you want to bake the macaroni)
Colander to drain pasta/steam spinach

½ medium cauliflower (or  approximately 2 ½ – 3 cups frozen cauliflower)
8 oz shredded cheddar cheese, low-fat preferred (approximately 2 ½ cups)
4 oz shredded parmesan cheese (approximately 1 cup)
4 oz baby spinach (approximately 4 cups)
10 oz dry macaroni, whole grain preferred (approximately 2.5 cups)
8 oz sour cream or crème fraiche
¼ tsp salt
¼ tsp ground black pepper


Fill your large pot until it is about two inches away from the bottom of the bowl you will use to melt the cheese.  Add half a teaspoon of salt to the water and heat over high heat.
Place the spinach in a steamer basket or colander and set over the heating water.  Place a lid on top and allow the spinach to wilt while the water comes to a boil.  *This step simply makes it easier to incorporate the spinach later.  Alternatively, you can add the spinach, a small amount at a time to the cooked, drained pasta and use the heat from the pasta to wilt the leaves.*

Once the spinach is wilted, remove the colander from the steaming water.  Place the spinach to the side in a separate container so the colander can be used for draining the pasta.

Rinse the cauliflower well, cut off the outer green leaves, slice off the cauliflower stalk and cut the head into small, bite-sized pieces.

Into your large bowl add the two cheeses, sour cream, salt and pepper.

Once the water is boiling, add the macaroni and the cauliflower.  Cook according to the package directions (most will be 6-8 minutes).  While the macaroni is cooking, place the large bowl of cheese and sour cream over the pot and turn the heat down to medium-high. Stir occasionally to incorporate the melting cheese and the sour cream.  I found this process took about 3 minutes.  If the water boils up around the bowl, turn the heat down. Once melted, remove the cheese from the heat.

Reserve about 1 cup of cooking water and set off to the side (just carefully dip in a glass measuring cup or a coffee mug – anything will work).

Drain the macaroni/cauliflower.  Return the pasta to the pan along with the wilted spinach.  Stir the two together to get the spinach well integrated.  Pour the melted cheese over the mixture and stir well to combine.  If the sauce is too thick, add just a splash of the reserved cooking water.

At this point, you can either serve the macaroni as it is, or bake it for a few minutes to get a golden brown top.

If you want to bake it, add about 2/3 cup of the reserved water to the pasta, stir well, and transfer everything to a 9×13 baking pan.  Place the dish in a preheated 400 degree oven until golden and bubbling (5-10 minutes).

Nutritional information for 1 serving (using whole-grain pasta and low-fat cheddar cheese):

Calories: 344
Total fat:  12.7g
Saturated Fat: 7.5g
Cholesterol: 31 mg
Sodium: 505 mg
Carbohydrates: 39.4 g
Fiber: 5.1g
Sugar: 1.3 g
Protein: 21.2 g
Vitamin A: 33%
Vitamin C: 36%
Calcium: 35%
Iron: 14%

Photography by Sarah M. Bobker