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Spicy Cauli-Mac and Cheese

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Spicy Cauli-Mac and Cheese

Do we really need another Macaroni and Cheese recipe? According to Restaurant News, “US consumers were eating 19% more cheese per capita at the end of the past decade than at the start, according to the USDA, and restaurants are finding new ways to feed the craving.” That and 10 months of COVID is “Yes, yes we do.” Pasta and cheese combined are one of the ultimate comfort foods — and often unhealthy fat bombs. Want to find out how to reduce calories and points, but not the rich, creamy flavor? Check out my Spicy Cauli-Mac and Cheese makeover.

Spicy Cauli-Mac and Cheese

Mother Sauces

Cheese consumption is up they say. No kidding. You need this Spicy Cauli-Mac and Cheese in your life. How do you get there? A good old-fashioned white sauce.

French chef Antonin Carême evolved an intricate methodology by which hundreds of sauces were classified under one of five “mother sauces”: Béchamel, Velouté, Espagnole; Hollandaise, and Tomate.

Béchamel is a white sauce made by stirring heated milk into a butter-flour roux like in the photo above. The thickness of the sauce depends on the proportion of flour and butter to milk. The proportions for a thin sauce are 1 tablespoon each of butter and flour per 1 cup of milk; a medium sauce uses 2 tablespoons each of butter and flour; a thick sauce, 3 tablespoons each. Bechamel or white sauce is a great way to achieve cream-like consistency, even with thin low fat or plant-based milk.

The White Sauce is the primary or mother sauce. The moment we add cheese to the sauce it becomes an offspring known as Sauce Mornay.

Crazy for Cauliflower

Pasta is a rarity for me, but when I have it — it has to be good. Very good. But, I want to do the best I can with calories, nutrients, and points. I sub out half of the pasta with cauliflower, bump up the flavor and spice, and top it with a crunchy topping. It’s definitely still a splurge, but worth it. Cauliflower is great on its own, for certain. It’s great roasted, sauteed, charred, steamed, seared — you name it. I also use it with pasta and potatoes to amp up the nutrition and lessen the points like with this Spicy Cauli-Mac and Cheese.

Spicy Cauli-Mac and Cheese

Point it Out

I am working on a project and recently solicited questions on my Facebook page. One of the questions was about feeling full. When I want pasta, and I want a nice amount of pasta. It seems like 7 strands of spaghetti are 5 points! I am exaggerating, but not by much. When I plan on pasta, I have an amount that will “scratch my itch.” I don’t enjoy dishes like this often, but when I do I want them to be creamy and cheesy like this Spicy Cauli-Mac and Cheese.

Spicy Cauli-Mac and Cheese

Mac Attack

I am not kidding myself. I am well aware of the decadent luxuries of Southern-style mac and cheese, Lobster Mac and Cheese, Truffled Macaroni and Cheese, and more made with rich sharp cheddar, nutty Gruyere, and smoky Gouda. This is not that, I am not going to lie to you, but it is really, really good. The flavor is bumped up with spicy jalapenos, cayenne pepper, hot sauce, and paprika. Oddly, it’s not overly hot but full of bold flavor. Choose open-ended pasta or with nooks and crannies to catch the spicy, cheesy sauce.

Cookbooks with Virginia

Many of you may know that I host a weekly cookbook review show, Cookbooks with Virginia every Friday at 11:30 am EST on my Facebook Page. There’s also a corresponding cookbook giveaway on Instagram and you can win a free copy of the featured book of the week! Great news! We’re expanding it to my YouTube channel, too. Please make sure to follow along and share among your network. First up is next week on 1/15/21 with my friend and colleague, James Beard Foundation award-winning food editor Shaun Chavis, CEO of LVNGbook. Please join us.

I hope you enjoy my makeover Spicy Cauli-Mac and Cheese. It comes in about 5 points a cup. It can be enjoyed on it’s own, served with a salad for a main dish, or paired with roast chicken as a side dish. Thanks so much for reading! When you need cheesy comfort that you can feel good about eating – this is the way to go.

Bon Appétit, Y’all

Virginia Willis


Spicy Cauli-Mac and Cheese

Spicy Cauli-Mac and Cheese

Prep Time20 minutes
Cook Time30 minutes
Course: dinner, lunch, Side Dish
Cuisine: American, comfort food, Southern
Keyword: comfort food, mac and cheese, Pasta, spicy mac and cheese
Servings: 8
Author: Virginia Willis


  • nonstick cooking spray
  • 8 ounces pasta
  • ½ head cauliflower chopped (12 ounces)
  • 2 tablespoons unsalted butter
  • 1 onion chopped
  • 2 garlic cloves very finely chopped
  • 1 jalapeños or to taste, seeded and chopped
  • 2 tablespoons unsalted butter browned
  • 2 tablespoons all-purpose flour
  • 2 cups 2% or whole milk warmed
  • ½ cup fat free cheddar cheese
  • ¼ cup skim mozzarella cheese
  • 1 tablespoon dry mustard powder
  • 1 teaspoon cayenne pepper or to taste
  • 1 teaspoon hot sauce or to taste
  • 2 tablespoons panko bread crumbs
  • ½ teaspoon smoked paprika
  • Coarse salt and freshly ground black pepper


  • Heat the oven to 350°F. Spray a large ovenproof casserole or baking dish with nonstick spray. Bring a large pot of water to a boil. Salt the water, add the penne, and cook according to the package directions. A few minutes before the pasta is finished cooking, add the chopped cauilflower. Drain well and return to the pot. ( You can also use the same pot for cooking, just keep the pasta and cauliflower in the colander.)
  • Meanwhile, melt the butter in a saucepan over medium heat until nutty golden brown, about 5 minutes. Add the onion and cook until soft and translucent, 3 to 5 minutes. Season with salt and black pepper. Add the garlic and jalapeños and cook until fragrant, 45 to 60 seconds. Add the flour and cook, stirring often, for 1 to 2 minutes. (This helps remove the raw taste of the flour.)
  • Whisk in the milk and increase the heat to medium-high. Bring to a gentle boil, stirring continuously, until the mixture thickens enough to coat the back of a spoon. Remove from the heat. Add the cheese, mustard powder, cayenne, and hot sauce. Taste and adjust for seasoning with salt and pepper. Combine sauce and cauliflower and pasta. Transfer the mixture to the prepared casserole. Sprinkle the panko topping evenly over the cheesy pasta. Season with paprika. Bake until golden brown, about 30 minutes.



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Virginia Willis

Georgia-born French-trained Chef Virginia Willis’ biography includes making chocolate chip cookies with Dwayne “The Rock” Johnson, foraging for berries in the Alaskan wilderness, harvesting capers in the shadow of a smoldering volcano in Sicily, and hunting for truffles in France. She is talent and chef-instructor for the digital streaming platform Food Network Kitchen. Her segments feature authentic and innovative Southern cooking. She was the celebrity chef at the Mansion at Churchill Downs for the 143rd running of the Kentucky Derby. Virginia has spoken at SXSW, cooked for the James Beard Foundation, and beguiled celebrities such as Bill Clinton, Morgan Freeman, and Jane Fonda with her cooking — but it all started in her grandmother’s country kitchen. Recently, her work has been inspired by her weight loss success story, Virginia has lost 65# and kept it off for over 2 1/2 years! “If a French-trained, Southern chef can do it, you can, too.” She is the author of Fresh Start; Secrets of the Southern Table; Lighten Up, Y’all; Bon Appétit, Y’all; Basic to Brilliant, Y’all; Okra; and Grits. Lighten Up, Y’all won a James Beard Foundation Award of Excellence in the Focus on Health Category. Lighten Up, Y’all as well as her first cookbook, Bon Appétit, Y’all, were finalists in the Best American Cookbook for the International Association of Cookbook Awards and were also named by the Georgia Center of the Book as “Books Georgians Should Read.” She is the former TV kitchen director for Martha Stewart Living, Bobby Flay, and Nathalie Dupree; has worked in Michelin-starred restaurants; and traveled the world producing food stories – from making cheese in California to escargot farming in France. She has appeared on Food Network’s Chopped, CBS This Morning, Fox Family and Friends, Martha Stewart Living, and as a judge on Throwdown with Bobby Flay. She’s been featured in the New York Times, the Washington Post, People Magazine, Eater, and Food52 and has contributed to Eating Well, GRLSQUASH, Culture, Garden & Gun, and Bon Appétit, and more. The Chicago Tribune praised her as one of “Seven Food Writers You Need to Know.” Her legion of fans loves her down-to-earth attitude, approachable spirit, and traveling exploits. Her culinary consulting company, Virginia Willis Culinary Enterprises, Inc specializes in content creation, recipe development, culinary editorial and production services, cookbook writing, media training, spokesperson and brand representation, and public speaking. Virginia is on the Monterey Bay Aquarium’s Seafood Watch Blue Ribbon Task Force, the Atlanta Community Food Bank Advisory Board, as well as the Community Farmers Market Advisory Board. She is a food and hunger advocate for No Kid Hungry and a premier member of the No Kid Hungry Atlanta Society. She a member of The James Beard Foundation, Chef’s Collaborative, Georgia Organics, and Southern Foodways Alliance.

This Post Has 2 Comments

  1. ww

    I’m confused. Do you cook the cauliflower with the pasta? You only specify cooking the pasta, but how does the cauliflower end up in the colander with the pasta?

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