• 16 oz macaroni, boiled
• 4 cups of milk
• 4 Tbsp. butter
• 4 Tbsp. all-purpose flour
• 1 tsp. salt
• 1/2 tsp. black pepper
• 1/2 head of cauliflower, steamed and mashed
• 2 cups shredded extra-sharp Cheddar cheese
• 1/2 tsp. red pepper flakes (to taste)

Instructions

Pre-heat oven to 400. Microwave milk on high for 2-3 minutes. Melt butter in a large skillet over medium-low heat.

Whisk in flour until smooth, and cook (whisking constantly) for one minute.

Gradually whisk in the warmed milk, and cook (whisking constantly) for about five minutes, or until thickened.

Whisk in salt, pepper, cheese, and red pepper until smooth. Stir in the cooked macaroni pasta and the steamed/mashed cauliflower.

Spoon the mixture into a lightly greased 9x12. Bake for 15 minutes, then remove and top with more shredded cheese and bake for 5 more minutes.