This Cauliflower Macaroni and Cheese with Vegetables is a springtime vegetarian casserole the whole family will love. The cheesy macaroni is baked with crunchy breadcrumbs overtop and is studded with cauliflower, peas and protein-packed edamame. Who doesn’t love a healthy macaroni and cheese?

Springtime mac and cheese with cauliflower, peas and edamame.

Why We Love This Recipe for Macaroni and Cheese with Vegetables

Has it really been since 2012 that I posted a macaroni and cheese recipe? That’s a little out of hand considering that people tell me the Broccoli Mac and Cheese here on Healthy Seasonal Recipes is one of their family’s favorite go-to-again-and-again recipes.

I clearly don’t make mac and cheese often, but when I do I usually go for sharp cheddar. Sometimes I even add some Parm for an extra cheese kick. And occasionally, I will go wild and add in Gruyere.

With that being said, just because I make Mac and a cheese doesn’t mean all health goes out of the window. I added frozen veggies because they’re an easy and delicious way to get veggies in. Broccoli and cauliflower taste great with cheese so they are a no-brainer, and edamame adds protein.

You’ll need to do a touch of math to cook the pasta and vegetables just right. Here’s why, the pasta and vegetables cook in the boiling water one time. Then they cook again in the cheese sauce in the oven. So you will want to cook the pasta in boiling water less than the package says to by about a minute. It will still have a bite to it. But then it will soften completely in the sauce.

You also will need to throw the veggies into the pot in the last two minutes of cooking. So if the package says cook pasta for 9 minutes, set your timer for 8 minutes and then keep an eye on it. When there are two minutes left, throw in the veggies. Make sense? 

This mac and cheese with frozen vegetables is perfect for any night of the week. You could even meal prep and make it way ahead of time, then store it in the freezer until ready to serve (see below). Just turn on the oven and wait.

It’s also a great dish to make when you have guests over. I love making mac and cheese for holiday side dishes such as Thanksgiving, so this would be perfect for that!

Springtime mac and cheese with cauliflower, peas and edamame.

Key Ingredients for This Recipe

Whole-wheat macaroni

Any shape works. I am partial to classic macaroni myself. But I retested this recipe with rigatoni and my family said they liked it even better. So use what you like, I’ll let you decide. Choosing a whole grain pasta means more fiber which is better for your gut and keeps you fuller longer.

Sharp cheddar cheese

My theory though is to use sharp cheese, which has the strongest flavor, so you don’t have to use so much. Cheese is about 110 calories per ounce, so it’s best to keep the ratio of cheese to around an ounce per serving of macaroni and cheese.

Breadcrumbs (preferably whole-wheat)

I like to add on some added crunch with breadcrumb topping. I stir dry breadcrumbs with a touch of oil and paprika. The paprika turns it a nice orange color. Try and use whole-wheat to stick with the whole-wheat theme, but you can absolutely use regular breadcrumbs as well. You could even make your own if you have time.

Additional Ingredients

  • 2 cups chopped raw cauliflower florets, about ½ head
  • 1 cup frozen peas, thawed
  • 1 cup frozen shelled edamame, thawed
  • 2 ¾ cups low-fat milk, divided
  • ¼ cup all-purpose flour
  • 2 teaspoon Dijon mustard
  • 1 teaspoon salt, plus a pinch
  • ¼ teaspoon granulated garlic powder
  • ¼ teaspoon ground white pepper
  • ¼ cup chopped fresh chives
  • 1 teaspoon organic canola oil or avocado oil
  • ½ teaspoon paprika
Healthy macaroni and cheese with cauliflower, peas and edamame

Step by Step Instructions To Make Cauliflower Mac and Cheese with Vegetables

Step 1: Prepare

Coat a 2½-quart baking dish with nonstick cooking spray. Preheat oven to 400 degrees F. Bring a large pot of lightly salted water to a boil.

Step 2: Cook pasta & veggies

When the water boils, cook the pasta 1 minute less than time according to package instructions. In the last 2 minutes of cooking time, add cauliflower, peas and edamame to cooking liquid. Drain thoroughly (they will continue cooking in the sauce in step 4).

Step 3: Make cheese sauce

Meanwhile, heat 2¼ cups milk in a medium saucepan over medium heat until steaming but not simmering. Whisk the remaining ½ cup milk, flour, Dijon, 1 teaspoon salt, garlic powder and white pepper in a small bowl. Whisk the flour mixture into the steaming milk, and continue heating, stirring often, until the mixture thickens and bubbles, about 4 minutes. Remove from the heat and stir in cheddar and chives. Stir until melted and smooth.

Step 4: Assemble & bake

Stir pasta and cauliflower into the cheese sauce. Transfer the pasta to the prepared baking dish (it will seem very loose). Mix breadcrumbs, oil paprika and the pinch salt in a small dish. Top macaroni with the breadcrumb mixture. Transfer to the oven and bake until bubbling and the breadcrumb topping is golden, 18 to 22 minutes. Let sit about 10 minutes to cool before serving.

FAQs and Expert Tips

How to save calories when making the cheese sauce:

I use fat-free milk to make the sauce and thicken it with a flour slurry. I save calories by not making a roux with butter, and that gives me more leeway in the cheese allowance. Just 1 tablespoon of butter has about the same calories as a quarter cup of shredded cheese.

How do you make a lump-free cheese sauce?

The trick to making a lump free sauce is to heat up most of the milk until it is steaming.
Whisk a little cold milk with the sauce seasonings and flour on the side (that’s called a slurry).
Whisking the slurry into the steaming milk before it boils, and then whisking it more as it comes up to a boil ensures smooth results. Then remove sauce from heat and add in the cheese. It will melt right into the sauce.

How to add flavor to the cheese sauce without adding calories:

I add a touch of Dijon mustard, garlic powder and white pepper to boost the flavor of the cheese without adding extra calories.

Can this macaroni and cheese be made ahead of time?

Cook the pasta, cheese sauce and breadcrumbs. Assemble the macaroni and cheese in a baking dish. Before baking, cover with tin foil and wrap with plastic wrap. Store it in the refrigerator for up to 2 days or freeze it for 2 to 3 months.

How to reheat chilled or frozen macaroni and cheese:

If frozen, bake the macaroni and cheese at 350 degrees F for 1 to 1-1/2 hours, or until warmed through. If chilled, bake at 350 degrees F for 20-30 minutes, or until warmed through.

Additional Healthy Recipes to Try

Thanks so much for reading. If you are new here, you may want to sign up for my free weekly email newsletter where I share weeknight meal plans delivered right to your inbox. Or follow me on Instagram. If you make this recipe, please come back and leave a star rating and review! It is very appreciated. Happy Cooking! ~Katie

Print
Healthy Macaroni and Cheese with Cauliflower Peas and Edamame

Cauliflower Macaroni and Cheese with Vegetables

  • Author: Katie Webster
  • Prep Time: 25 minutes
  • Cook Time: 45 minutes
  • Total Time: 1 hour
  • Yield: 6 1x
  • Category: Main Course
  • Method: Stove Top and Oven
  • Cuisine: American

Description

A healthy macaroni and cheese recipe for the springtime! With cauliflower, peas and edamame and crunchy breadcrumb topping. It is made lighter with non-fat milk and no butter, but there is still plenty of flavor!


Scale

Ingredients

  • 8 ounces (2-Cups) whole-wheat macaroni
  • 2 cups chopped raw cauliflower florets, about ½ head
  • 1 cup frozen peas, thawed
  • 1 cup frozen shelled edamame, thawed
  • 2 ¾ cups low-fat milk, divided
  • ¼ cup all-purpose flour
  • 2 teaspoon Dijon mustard
  • 1 teaspoon salt, plus a pinch
  • ¼ teaspoon granulated garlic powder
  • ¼ teaspoon ground white pepper
  • 8 ounces shredded Sharp Cheddar such as Cabot Vermont Sharp
  • ¼ cup chopped fresh chives
  • 2 tablespoons breadcrumbs, preferably whole-wheat
  • 1 teaspoon organic canola oil or avocado oil
  • ½ teaspoon paprika

Instructions

  1. Coat an 2 ½ quart baking dish with cooking spray. Preheat oven to 400 degrees F. Bring a large pot of lightly salted water to a boil.
  2. When water boils, cook pasta 1 minute less than time according to package instructions. In last 2 minutes of cooking time, add cauliflower, peas and edamame to cooking liquid. Drain thoroughly (the pasta and vegetables will continue cooking in the sauce in step 4.)
  3. Meanwhile, heat 2 ¼ cups milk in a medium saucepan over medium heat until steaming but not simmering. Whisk the remaining ½ cup milk, flour, Dijon, 1 teaspoon salt, garlic powder and white pepper in a small bowl. Whisk the flour mixture into the steaming milk, and continue heating, stirring often, until the mixture thickens and bubbles, about 4 minutes. Remove from the heat and stir in cheddar and chives. Stir until melted and smooth.
  4. Stir pasta and cauliflower into cheese sauce. Transfer the pasta to the prepared dish (it will seem very loose.) Mix breadcrumbs, oil paprika and the pinch salt in a small dish. Top macaroni with the breadcrumb mixture. Transfer to the oven and bake until bubbling and the breadcrumb topping is golden, 18 to 22 minutes. Let sit about 10 minutes to cool before serving.

Notes

Total time includes 10 minutes of cooling time.

Make Ahead:

Cook the pasta, cheese sauce and breadcrumbs. Assemble the macaroni and cheese in a baking dish. Before baking, cover with tin foil and wrap with plastic wrap. Store it in the refrigerator for up to 2 days or freeze it for 2 to 3 months.


Nutrition

  • Serving Size: 1/6th casserole
  • Calories: 488
  • Sodium: 852
  • Fat: 18 g
  • Saturated Fat: 9 g
  • Carbohydrates: 57
  • Fiber: 11
  • Protein: 30