Mac & Cheese with Cauliflower & Brussels Sprouts


Taking a minute to sizzle some garlic in olive oil is a simple way to pep up the cheese sauce for this easy homemade mac and cheese, and the flavor plays well with the cauliflower and Brussels sprouts in this family-friendly pasta dish. This recipe is designed for you to make a big batch of the cheese sauce to use in different dishes: Stir it into pasta and veggies to make this pasta dish then use it for Cheesy Beef Enchilada Casserole later in the week (see Associated Recipes). Or simply serve it over your favorite steamed vegetables for an easy side dish. If you'd rather make just enough sauce for this pasta, simply cut the sauce amounts in half.

Prep Time:
35 mins
Total Time:
35 mins
8 cups


Cheese Sauce

  • 4 tablespoons butter (1/2 stick)

  • ¼ cup all-purpose flour

  • 3 cups reduced-fat milk

  • 2 ½ cups shredded sharp Cheddar cheese

  • cup grated Parmesan cheese

  • ½ teaspoon salt

Pasta & Vegetables

  • 8 ounces whole-wheat rotini or rigatoni

  • 8 ounces Brussels sprouts, trimmed and halved (or quartered if large)

  • 3 cups cauliflower florets (1-inch)

  • 1 tablespoon extra-virgin olive oil

  • 3 cloves garlic, chopped

  • ¼ teaspoon salt


  1. To prepare cheese sauce: Melt butter in a medium saucepan over medium heat. Add flour and whisk constantly until thickened and just starting to turn light brown, 2 to 3 minutes. Slowly add milk, whisking constantly. Cook, stirring often, until the mixture is thick enough to coat the back of a spoon, 10 to 12 minutes. (Do not boil.) Remove from heat and, a handful at a time, whisk in Cheddar and Parmesan until smooth. Stir in 1/2 teaspoon salt. (Reserve 1 1/2 cups for another use.)

  2. Meanwhile, prepare pasta & vegetables: Bring a large pot of water to a boil. Add pasta and cook for 4 minutes less than package directions. Stir in Brussels sprouts and cauliflower and continue cooking until the pasta and vegetables are tender, 4 to 5 minutes more. Drain well.

  3. Dry the pot and set over medium heat. Add oil and garlic and cook until the garlic is fragrant and just starting to brown, about 1 minute. Add the hot pasta and vegetables and stir to combine. Add 2 1/2 cups of the cheese sauce and salt; reduce heat to medium-low and stir until steaming-hot, about 1 minute. (Do not boil.)

To make ahead

Prepare cheese sauce (Step 1). Transfer to a 4-cup heatproof container and let cool to room temperature, about 30 minutes. Refrigerate for up to 5 days.

Associated Recipe

Cheesy Beef Enchilada Casserole

Nutrition Facts (per serving)

591 Calories
28g Fat
63g Carbs
25g Protein
Nutrition Facts
Servings Per Recipe 4
Serving Size 2 cups
Calories 591
% Daily Value *
Total Carbohydrate 63g 23%
Dietary Fiber 9g 33%
Total Sugars 10g
Protein 25g 50%
Total Fat 28g 36%
Saturated Fat 14g 70%
Cholesterol 67mg 22%
Vitamin A 1412IU 28%
Vitamin C 96mg 106%
Folate 115mcg 29%
Sodium 730mg 32%
Calcium 504mg 39%
Iron 3mg 19%
Magnesium 52mg 12%
Potassium 911mg 19%

Nutrition information is calculated by a registered dietitian using an ingredient database but should be considered an estimate.

* Daily Values (DVs) are the recommended amounts of nutrients to consume each day. Percent Daily Value (%DV) found on nutrition labels tells you how much a serving of a particular food or recipe contributes to each of those total recommended amounts. Per the Food and Drug Administration (FDA), the daily value is based on a standard 2,000 calorie diet. Depending on your calorie needs or if you have a health condition, you may need more or less of particular nutrients. (For example, it’s recommended that people following a heart-healthy diet eat less sodium on a daily basis compared to those following a standard diet.)

(-) Information is not currently available for this nutrient. If you are following a special diet for medical reasons, be sure to consult with your primary care provider or a registered dietitian to better understand your personal nutrition needs.

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