Lightened Up: Three-Cheese Macaroni

As a food blogger, I feel obligated to present my readers with a Thanksgiving assortment of classic recipes, modern twist, in delectable desserts. Problem is, I don’t cook Thanksgiving dinner (and to be 100% honest, I’m not down with pumpkin pie). That doesn’t mean I don’t enjoy a hearty scoop of mashed potatoes lathered in gravy right next to a mountain of stuffing all surrounding a perfectly prepared slice of  turkey though. So, I’m going to do my best to present a few recipes before the big day that you may want to add to the assortment.

In late summer we discovered the joy of roasted cauliflower and I’ve been keeping it on hand ever since. It’s quickly become a favorite vegetable on our house and I’ve been looking for ways to use it as much as I can. Now, we all know Handsome doesn’t allow me to mess with his macaroni and cheese, but from time to time I can sneak a little something in.

I’m no dietitian, but this “lighted up” macaroni and cheese from Food  Network magazine, would certainly full me if I were counting calories. Heavy cream, lots of cheese, and pasta – I’m pretty sure the only redeeming quality is the cauliflower. Either way, it made for a delicious meal and even better leftovers (when mixed with a little taco meat and reheated).

Lightened Up: Three-Cheese Macaroni

Lightened Up: Three-Cheese Macaroni


  • 1 large egg
  • 1/2 cup heavy cream
  • 1/2 cup 2% milk
  • Pinch of cayenne pepper
  • Pinch of freshly grated nutmeg
  • 1/2 teas smoked paprika
  • Kosher salt and freshly ground black pepper
  • 1 1/3 cups grated extra sharp cheddar cheese
  • 1/2 cup grated havarti cheese
  • 3/4 cup grated pecoreno romano
  • 1/2 head cauliflower, cut into small flourets
  • 2 cups medium pasta shells
  • 2 cups medium whole wheat pasta shells


Whisk the eggs, cream, milk, cayenne, nutmeg, paprika, salt, and pepper to taste in a bowl. Toss the 1 cup cheddar, 1/2 cup havarti dill, and 1/2 cup pecoreno romano in a separate bowl.

Bring a large pot of salted water to a boil. add the cauliflower and cook until almost falling apart, about 7 minutes. Transfer with a slotted spoon to a bowl. Add the pasta to the same water and cook until al dente, about 10 minutes. Drain, reserving 1/4 cup cooking water. Preheat broiler.

Combine the egg mixture and the grated cheeses in the empty pot and cook over medium-low heat, stirring constantly, until the cheese melt and the sauce begins to thicken. Remove from the heat and add the cauliflower. Puree with an immersion blender until smooth and light (you could also use a regular blender). Stir in some of the reserved pasta water until creamy.

Toss the pasta in the sauce; season with salt and black pepper. Transfer to a shallow casserole dish and top with 1/3 cheddar and 1/4 pecorino romano. Broil until golden brown, about 5 minutes.

Adapted From

Food Network Magazine Oct 2009




  1. Looks delicious! And I love that you lightened it up, I’m trying to watch what I eat but love mac’n cheese!

  2. Loooooks soooooooo gooooood! Totally want this right now! I love that you used cauliflower… you sooooo smart! :)

  3. A contender for Thanksgiving side dish! My sister is a picky eater so I always make her mac and cheese on Thanksgiving. If I don’t tell her there is cauliflower, I bet she wont know! *evil grin*

  4. Looks like you did a good job lightening up Mac & Cheese! I love the use of the ww noodles and the selection of cheeses! Looks fabulous!

  5. I’m in love with the idea of adding leftover taco meat to the mac n cheese!

  6. Haha yea the whole wheat pasta and cauliflower seem to be the only lightened parts, but no complaints here! I have to admit I have only had mac and cheese once at Thanksgiving – and now I feel as though I have been deprived!

  7. You just have to do what you enjoy. What a great dish…for any time of year.

  8. Sounds really yummy! I love roasted cauliflower as well and mac n’ cheese – well – always a winner!

  9. You had me at mac and cheese!! Love the bow ties too :)

  10. I love Mac and Cheese … and the fact that this is lightened up but keeping the full flavor is like music to my ears! This dish just may have to grace my table this Thanksgiving!

  11. Looks wonderful and I love the pasta choice.

  12. Umm… you don’t like Pumpkin Pie? I don’t think we can be friends anymore.

    I kid, I kid.

    This mac sounds mighty tasty, and I like the sneaky addition of the cauliflower!

  13. Kita, this sounds perfect and looks even better. I adore cheese in all its forms!

  14. Yum, oh man this looks so good! I love the cauliflower in it, haven’t had cauliflower in so long. Now I’m having a serious craving!

  15. Yum!! Love the cauliflower usage… I have been not cooking very healthy things lately but this sounds like a great way to lighten up a classic!

  16. You know that since it’s “lightened up” that means I can eat more of this right?! Like…the whole pan! YAY!!

  17. I completely agree…regardless of what other ingredients are included the addition of cauliflower lightens this up. Looks yummy!

  18. This sounds absolutely amazing! I agree – it does have a lot of fat in it, but comparatively speaking….it’s a winner! Buzzed!

  19. Looks incredible. My kids and hub would go crazy for this one.

  20. Yes please to lightened up Mac and Cheese. I am bookmarking to try this, especially with all the holiday goodies coming around the corner. =)

  21. There is 1/2 head of cauliflower in it? It doesn’t look like it. I love cauliflowers so this recipe really excites me. I had never thought of adding cauliflowers, so I’m going to totally include it next time!

  22. Love the addition of cauli and the cheeses sound wonderful – haven’t heard of havarti so must look this one out. Great comforting, cheesy dish!

  23. This looks amazing…and I am not down with pumpkin pie either. I have never enjoyed it. However, I think I would take an extra helping of this to fill my belly for the missing out on pie : )

  24. Absolutely perfect comfort food! LOVE

  25. I don’t see where Food Network got the idea that it was “llight”, but I also don’t mind :D it looks delicious.

  26. Mouthwatering dish, Kita…just amazing!!!

  27. This looks amazing. What a way to sneak in a vegetable in to the BEST dish ever invented, mac and cheese.

  28. This looks absolutely delicious. I don’t see how it’s “light” but I’m down with it!!

  29. Adding cauliflower to mac & cheese to lighten it up – I like it! More nutritious, too – but we’ll never tell :) Looks deliciously creamy & cheesy!

  30. Awesome recipe! What a great addition to a classic favourite! If you like cauliflowers, please check out my recipe for curried cauliflower and apple mash…


  31. The cauliflower disappears in all that creamy, cheesy goodness. The best of both worlds, in my opinion. I would eat this any time of day.

  32. Anyone have the calorie count for a portion of this? It sounds amazing, but not terribly healthy.

  33. Any calorie count on this?

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