This super sneaky mac n’ cheese replaces the classic flour-based bechamel base with a mixture of butter, milk, yogurt and cauliflower/carrot puree (shhhh) for some extra veg and a velvety saucy consistency. The carrots make the sauce slightly orange, imitating the color of the classic orange Kraft mac. Test it out on your kiddos or veggie-averse friends!

Ingredient highlight

Cauliflower! Is a great source of vitamin K and vitamin C. Like all of it’s cruciferous family members, cauliflower contains compounds, called glucosinolates, that may help prevent cancer.

Servings 4 -5
Prep Time 5 minutes
Cook Time 25 minutes


  • 1 lb shells, elbows, penne, rigatoni or other pasta shape
  • 2 cups cauliflower florets (~small 1 lb head)
  • 2-3 carrots, peeled, sliced into ½-inch rounds (about 1 1/2 cups)*
  • 1 ½ cups whole milk, divided
  • 1 tsp kosher salt
  • 2 tbsp butter
  • 2 tsp dijon mustard
  • 1/2 tsp black pepper
  • 1/2 tsp smoked paprika
  • 1/4 cup plain whole milk Greek yogurt
  • 6 oz shredded sharp cheddar (about 2 ¼ cups)
  • Black pepper
  • *You can also use butternut squash (fresh or frozen).


  • Fill a large pot with about 4 quarts of water. Bring to a boil then add a generous amount of salt (about 1-2 tablespoons).
  • Add cauliflower and carrots and boil until cooked through and easily pierced with a knife, about 7-9 minutes. Use a fine mesh sieve to transfer the veggies to a high-speed blender. To the blender add ¾ cup of milk and salt and blend until totally smooth.
  • Add the pasta to the boiling water and cook according to the package instructions. Drain and set aside.
  • Return the pot to the stove over low heat. Add the butter, remaining ¾ cup milk, mustard, and spices and stir until butter is melted and mixture is combined. Stir in the veggie puree and yogurt until combined and heated through, about 1 minute.
  • Turn off the heat and start sprinkling in the cheese in increments while stirring constantly until it has melted into the sauce. Add the pasta back to the pot and stir to coat.
  • Serve right away topped with lots of black pepper, if desired.

Items you can prep ahead (optional)

  • Chop 2 cups cauliflower florets
  • Peel and chop 2-3 carrots into ½-inch rounds (about 1-1.5 cups)
  • Grate 6 oz sharp cheddar (about 2 ¼ cups)


  • To make vegan, make this Sneaky “Cheesy” Spaghetti instead OR  use an alternative milk, vegan butter, and vegan cheese.
  • To make gluten-free, substitute with GF AP flour and GF pasta (Jovial Foods is my favorite brand for brown rice pasta).
  • You can use any combination of melting cheese in place of or in addition to the cheddar (fontina, gruyere, etc…)


  • Store leftovers in an airtight container in the fridge for up to 4 days. 

Leftovers + Repurposing:

  • This mac tastes best fresh out of the pot. It will get a bit mushy as leftovers, but will still taste delish!
  • Reheat in the microwave until warmed through. Top with lots of black pepper and some extra cheese on top. 
  • Top with some fresh parsley or basil for some herby freshness and squeeze of lemon to brighten it up.
  • Serve it with a fresh crunchy salad.

This Content is for Cooking Club Members

If you have an account but your membership expired; please get a new one Click here to sign in.