Naughty Mac and Cheese

When asked my favorite foods, I spout off my top three at lightening speed - cheeseburgers, queso and mac & cheese. Healthy and sophisticated, right? :) 

Needless to say, it's a good thing Luke isn't crazy about mac and cheese, otherwise I'd probably make it every week. I often try to go middle of the road in terms of naughty and nice components, but this one is like 95% naughty - sorry about that. I use whole milk here for extra creaminess, but by all means use 1 or 2% milk if you'd rather - but you may need to bump up with an extra tablespoon each of butter and flour to help thicken things up a bit. My one nice concession (other than the cauliflower, which doesn't REALLY count since I douse it in olive oil before roasting...) is whole wheat pasta - I find in a creamy sauce like this, I don't mind WW at all, so I go for it.

Naughty Mac and Cheese

1 head cauliflower
Olive oil
Salt and pepper to taste
2 thick slices bacon
1/2 onion, chopped
1 pound whole wheat pasta (I used elbows, shells work nicely too!)
2 tablespoons butter
2 tablespoons flour
4 cups whole milk, room temperature
6-8 cups shredded cheese (I mix gruyere and extra sharp cheddar for maximum flavor and meltability), room tempterature
1 cup panko or breadcrumbs
3/4 cup freshly shredded Parmigiano Reggiano

Preheat oven to 400 degrees. Cut cauliflower into bite-sized florets and spread on a baking sheet. Give it a few turns of olive oil (probably 3 ish tablespoons) and salt and pepper, then toss to combine. Roast 30 minutes, turning once, until browned. Remove and set aside.


Meanwhile heat a skillet on medium heat and crisp up bacon. Remove to a paper towel-lined plate to remove excess grease, then chop into small pieces once slightly cooled. Reduce the skillet heat to medium low. Add onion to the bacon drippings in the pan and saute 10-15 minutes until beginning to caramelize. Remove from heat.




Set a large pot of water to boil for the pasta. Once water boils, cook pasta according to package directions and then drain. 

In the meantime, warm a large sauce pan (I used my dutch oven) on medium heat. Melt butter, then whisk in flour. Let this cook 45 seconds - a minute, stirring almost constantly. Slowly whisk in milk. Let cook on medium heat until thickened, stirring often, about 20 minutes. Once this has thickened, season with salt and pepper and add cheese, one handful at a time, stirring after each addition, until incorporated and smooth.

Add cooked pasta, cauliflower, bacon and onions to cheese sauce and stir to combine. In a small bowl, stir together panko with parm and salt and pepper to taste. Sprinkle evenly over mac and cheese.

Bake 20 minutes in the 400 degree oven, then finish until the broiler for a minute to get a nice golden brown topping. Enjoy!

The finished product hot out of the oven! Definitely give it time to cool off :)