Ingredients

The following ingredients have 5 Servings
  • 1 lb (16 oz) large shell pasta
  • 4 cups sharp cheddar cheese, grated and divided
  • 3 cups whole milk
  • 1 head cauliflower, chopped into florets
  • 1/2 cup (1 stick) unsalted butter
  • 1/4 cup all-purpose flour
  • 1/2 teaspoon kosher salt (or more to taste)
  • 1/4 teaspoon freshly ground pepper (or more to taste)
  • 1/2 teaspoon ground nutmeg
  • 1/4 teaspoon ground cayenne pepper (optional)

Instruction

  • Preheat oven to 375°F and butter a 9x13-inch baking dish. Set aside.
  • Bring a large pot of salted water to a boil and add the pasta. You want to cook the pasta 2 minutes less than the package indicates. About 4 minutes before the end of the cooking time, add the cauliflower florets. Drain everything well and return to pot.
  • While pasta is cooking, melt the butter in a medium saucepan over medium heat. Whisk in flour and cook 2-3 minutes. Gradually add the milk while whisking constantly, and cook until sauce thickens, about 6-8 minutes, stirring often. Season with salt, pepper, nutmeg, and cayenne pepper, if using.
  • Remove from heat and stir in 3 cups of the grated cheese. When cheese has melted, pour over pasta and cauliflower and stir to combine. Pour into prepared baking dish and top with remaining cheese.
  • Bake until cheese has melted and top is golden brown, 20-25 minutes. Let sit five minutes before serving. Enjoy!