If you love cauliflower cheese, this recipe is going to make you very happy.

Because essentially, that’s what this is – a classic British cauliflower cheese turned into a full pasta bake.

You still get the rich, savoury cheese sauce, the golden bubbling top and that deeply comforting flavour. But instead of serving it as a side dish, the cauliflower is mixed with macaroni to make a proper dinner.

It’s cosy, filling and exactly the sort of food you want on a cold evening.

This is also a slightly different beast from my classic baked mac and cheese. That one is all about pasta and cheese sauce in its purest form. Here the cauliflower plays a big role, adding sweetness, texture and a bit of vegetable virtue to the whole situation.

And there are a couple of other little twists too – bay leaves for depth, wholegrain mustard for brightness, and (perhaps slightly controversially) a bit of raw onion stirred into the sauce for bite.

Trust me on that one.

Why You’ll Love This Macaroni Cauliflower Cheese

There are lots of mac and cheese recipes out there, but this one has a few things going for it.

First, the cauliflower adds both flavour and texture. As it bakes it softens into the cheese sauce and creates something much more interesting than pasta alone.
Second, it’s proper comfort food. Creamy sauce, bubbling cheese, crispy topping – the whole lot.
And finally, it works brilliantly either as a main course or a side dish. Serve a big bowl of it on its own, or alongside something like roast pork or grilled sausages.

Either way, it’s the kind of dinner that makes the kitchen smell amazing.

close up of cauliflower macaroni cheese bake

Ingredients (and Why They Work)

This recipe uses a classic béchamel-based cheese sauce, which gives the dish its rich, creamy texture.

Macaroni – The traditional pasta choice for mac and cheese. The curved shape holds onto the sauce beautifully.
Cauliflower – The star ingredient here. As it cooks it softens and absorbs the cheese sauce while adding a gentle sweetness.
Butter, flour and milk – These form the base of the white sauce.
Bay leaves – A small ingredient that adds a surprising amount of savoury depth.
Wholegrain mustard – Mustard and cheese are a brilliant combination. The mild vinegar bite helps cut through the richness of the sauce.
Onion (added raw) – This might sound unusual, but it works beautifully. The onion softens slightly in the oven while still keeping a bit of bite.
Cheddar cheese – A good mature cheddar gives the sauce its flavour.
Breadcrumbs and extra cheese – For that golden, crispy topping.

Tips for the Best Cauliflower Mac and Cheese

A few small things make a big difference with this dish.

Don’t overcook the pasta – It continues cooking in the oven, so keeping it slightly firm prevents it becoming soft.
Use good cheddar – A mature cheddar makes the sauce much more flavourful.
Trust the raw onion – It might sound odd, but it adds a brilliant little pop of texture and flavour.
Let it rest for a few minutes – Like most baked pasta dishes, it settles slightly after coming out of the oven.

This works beautifully as a main dish but you could also have it as a side with some pork chops like here. Here are some more dishes you could serve it alongside:

Or check out my Best Vegetable Sides for Mac and Cheese.