This cauliflower mac and cheese doesn’t use traditional macaroni or pasta. It has just a couple of low-carb pasta servings along with nutritious spinach and an entire head of cauliflower to bulk it up and make for hefty servings. As you likely realize by now I’m a huge fan of oven-roasted cauliflower, and especially of using it to substitute for pasta in some of my homemade dishes. This is one of my all-time favorite low-starch meals. For help navigating your weight loss, diabetes, or prediabetes journey–with real, still delicious-tasting food being just the start–then please visit my Weight Loss Coach page for more info and contact me today for a complimentary consultation.

Serves 8-12


1 x-large head of cauliflower

2 servings dry low-carb pasta (such as black bean spaghetti or mung bean pasta)

(2) 12 to 16-oz packages frozen spinach, thawed

1 Tbsp whole wheat dry breadcrumbs

1 tsp extra-virgin olive oil

1/4 to 1/2 tsp paprika

Lots of fresh garlic (~ 6-10 medium cloves), minced

2 small- to medium sweet onions, chopped

2 1/2 cups skim or low-fat milk, divided

1 1/2 Tbsp stone-ground whole wheat flour

1/2 tsp cornstarch

2 cups shredded low-fat extra-sharp Cheddar cheese, divided

1 1/2 cups low-fat organic cottage cheese

<1/4 tsp ground nutmeg

1/4 tsp salt

Optional: low-fat cottage cheese for topping



  1. Roast the cauliflower ahead of time:¬†Preheat oven to 450 degrees F and lightly grease a large roasting dish. Cut the cauliflower into bite-size florets and sprinkle with sea salt. (Note: I’ve since discovered that you don’t even need to further oil the cauliflower if the baking dish is well-oiled.) Roast for 30 mins, stir, and roast 15 min more. Once cooled, place in a very large mixing bowl.
  2. Grease a separate 13×9-inch glass baking dish, and set aside.
  3. Cook the low-carb pasta according to package instructions, drain, and place in the mixing bowl.
  4. Place spinach in a fine-mesh strainer and press out as much excess moisture as possible. Add to the large mixing bowl.
  5. Mix breadcrumbs, oil, and paprika in small bowl and set aside.
  6. Saute the garlic and onions with just a tiny bit of olive oil in a large skillet over medium-high heat, until translucent. Add to the large mixing bowl along with the cauliflower, low-carb pasta and spinach.
  7. Using the now-empty skillet heat 2 cups milk over medium-high heat until steaming.
  8. Whisk remaining 1/2 cup milk, flour, and cornstarch in a small bowl until smooth; add to the hot milk and cook, whisking constantly, until the sauce simmers and thickens, as much as 10 minutes. Remove from heat and stir in 1 1/2 cups of the Cheddar cheese until melted. Stir in the cottage cheese, nutmeg, and salt.
  9. Add entire cheesy mixture to the large mixing bowl and stir all ingredients well.
  10. Spoon into the 13×9-inch baking dish, top with the last 1/2 cup of Cheddar, and sprinkle with the breadcrumb mixture.
  11. Bake for 20-25 minutes until bubbly.
  12. Serve with optional additional cottage cheese.cauliflower mac and cheese cauliflower mac and cheese cauliflower mac and cheese