Mac ’n’ cheese with a twist! And get this… NO butter, NO heavy cream, NO milk, and NO flour!
So how do we get all that cheesy goodness? Cheddar, a dollop of sour cream, and a splash of starchy pasta water do the trick! Throw in some cauliflower and juicy little tomatoes (we’re pretending this makes it healthy), top it all with crispy bacon-and-herb breadcrumbs, and you’ve got yourself one seriously good comfort-food dish.
I’ve made this several times for guests, and it’s always a hit! Serve it with a simple green salad to balance out all that cheesy goodness and add a little extra colour to your plate. No beige meals!
The best part? No messing around with a butter-and-flour sauce. It’s simpler, quicker, and still delivers on the cheesy, creamy goodness.
And bacon. Did I mention the bacon?
In a nutshell
Make the breadcrumbs → boil the macaroni and cauliflower together → mix all the mac n cheese ingredients together → top with breadcrumb mixture → bake!
Cauliflower Mac ’n’ Cheese with Bacon Crumb Topping
8
servings30
minutes20
minutes50
minutesKeep the screen of your device on
Ingredients
- For the mac ’n’ cheese
500 g elbow macaroni
1 medium cauliflower, cut into small florets
400 g cheddar cheese, freshly grated
¾ cup sour cream
2–3 garlic cloves, minced
2 cups reserved starchy pasta water, plus extra if needed
1 cup grape tomatoes, halved
Reserved bacon fat from cooking the bacon
Salt and freshly ground black pepper, to taste
- For the bacon breadcrumb topping
6–8 slices bacon
2 cups breadcrumbs, panko or regular or a mix
1 tbsp olive oil
1-2 tbsp dried oregano, or a mix of oregano, thyme and savoury
Freshly ground black pepper
Directions
- Cook the bacon. Preheat the oven to 400°F. Arrange the bacon in a large baking dish and bake until crispy, about 15–20 minutes. Transfer the bacon to a paper towel-lined plate and leave the bacon fat in the dish.
- Make the breadcrumb topping. Once the bacon has cooled, chop it finely or pulse it in a food processor. Mix with the breadcrumbs, dried herbs, black pepper and olive oil, if needed. The mixture should be lightly coated and crumbly, not greasy. Set aside.
- Cook the macaroni and cauliflower. Bring a large pot of salted water to a boil. Cook the macaroni according to the package instructions, adding the cauliflower florets for the final 4–5 minutes. You want the pasta just shy of al dente and the cauliflower tender but not mushy. Before draining, reserve at least 2 cups of pasta water.
- Make it creamy. Add the drained macaroni and cauliflower to the baking dishes with the reserved bacon fat. Add the sour cream, minced garlic, grated cheddar and 1 cup of hot pasta water. Stir well until the cheese begins to melt and everything is evenly coated. Add a splash more pasta water if needed. Season with salt and pepper to taste.
- Add the tomatoes. Gently fold in the halved grape tomatoes, distributing them throughout the pasta.
- Add the crunchy topping. Spread the bacon breadcrumb mixture evenly over the top, covering the pasta from edge to edge.
- Bake. Return the dish to the oven and bake uncovered for 12–18 minutes, until the topping is golden and the cheese is bubbling around the edges. For extra-crispy breadcrumbs, finish under the broiler for 1–2 minutes, watching carefully.
- Rest and serve. Let the mac ’n’ cheese rest for about 5 minutes before serving. This gives the sauce a chance to settle while keeping everything creamy and delicious.
Notes
- Grate your own cheese here. It’s much gooier than pre-shredded cheese and doesn’t have any additives to prevent the shreds from clumping together which is typical in pre-shredded packages.
- Don’t overcook the pasta. It will continue cooking in the oven, and nobody wants cauliflower mac ’n’ cheese that has wandered into mush territory.
- Don’t skip the pasta water. Its starch helps the cheese and sour cream coat the macaroni. The mixture should look a little looser than your ideal finished consistency before baking.
- Keep an eye on the topping. Since the bacon is already cooked, the breadcrumbs just need enough time to turn golden and crisp. You don’t need a long bake.
- Optional upgrade: Add a little more grated cheddar or parmesan cheese to the macaroni before you add the breadcrumbs.
- Optional upgrade: Add ½ teaspoon of smoked paprika to the breadcrumbs. It works beautifully with the bacon and cheddar.



