Creamy low-carb Cauliflower Mac and Cheese with caramelized onions and crispy bacon for the cheesiest, dreamiest holiday side dish! This simple recipe requires straightforward ingredients that can be found at any grocery store. Recipe includes stove top instructions and baking instructions. 

White casserole dish with baked creamy cheesy cauliflower sprinkled with bacon and chives.

While I typically keep my side dishes fairly healthy during the holiday season, I just love including one or two options that are over the top decadent and delicious. 

Because we’re a family of cheese lovers over here, anything with cheese or a cream sauce like my Mediterranean Scalloped Potatoes or Cheesy Green Bean Casserole gets the stamp of approval.

Well.

While I don’t typically cook with a lot of dairy, I decided to whip up the most luscious creamy low-carb mac and cheese recipe, using none other than: cauliflower.

This is troubling to some and welcome with open arms by others.

No matter your relationship with cauliflower, we can all agree that anything slathered in a rich cream sauce is bound to be delicious, as is true in this case.

Neither my husband nor I are over the moon excited about cauliflower as it stands alone, but we both found this creamy cauliflower mac to be a delightful experience. The tender cauliflower florets have just the right soft yet al dente texture to soak up the delicious sauce.

So for those of you who are looking for a low-carb side dish this holiday season, this creamy dreamy keto friendly cauliflower casserole is solid gold! It is arguably as enticing as the real thing.

I have included both stove top instructions and baking instructions. Personally, I highly recommend the baked cauliflower mac and cheese version as it is just so decadent!

If you’re looking for a completely dairy-free option, make my Creamy Dairy-Free Broccoli and Cauliflower Casserole.  

Spoon scooping cauliflower mac and cheese out of a casserole dish.

Let’s dive into the simple ingredients for low carb cauliflower mac and cheese.

Ingredients for Cauliflower Mac and Cheese:

Cauliflower: Pick up a large head of cauliflower to turn into low-carb mac and cheese. Yes, fresh cauliflower takes the place of macaroni noodles in this recipe, but don’t worry.

We positively smother the cauliflower in a rich and creamy cheese sauce so that it is pretty much unrecognizable. Steaming the cauliflower ahead of time softens it up so that it has a lovely texture. 

If you’re anxious to make baked macaroni and cheese using actual pasta noodles, feel free to follow this same recipe replacing the cauliflower with 16 ounces of macaroni noodles. Simply follow the package instructions for cooking the noodles prior to combining them with the sauce.

Bacon: Bringing an infusion of bacon deliciousness, we cook up some thick cut bacon strips and use the bacon fat to caramelize the onion.

The crispy bacon gets chopped up and sprinkled on top at the end, because we know how to party.

Yellow Onion and Garlic: Fresh onion and garlic cloves get chopped up and added to the sauce so that the whole dish has a big, bold flavor. I like caramelizing the onion until it is deeply golden brown because this adds a tremendous amount of flavor.

If you’re pressed for time, you can simply sauté the onion until it is soft rather than spending the time to caramelize it. If you aren’t a fan of garlic flavor in your mac and cheese, you can skip the garlic.

On the other hand, if you are a garlic lover, feel free to increase the amount so that the garlic flavor really shines through. Feel free to swap out the fresh garlic with 1 teaspoon of garlic powder. 

Butter: We create a roux using butter and all-purpose flour so that our creamy cheese sauce turns out nice and thick. If you don’t have butter on hand, replace it with olive oil.

All-Purpose Flour: We need to thicken the cheese sauce with some form of thickening agent and I like making roux because it’s an easy way of preparing a goof-proof cream sauce. If you’re gluten-free, use a gluten-free all-purpose flour blend.

If you follow a low-carb diet or a keto diet, don’t freak out. There are only two tablespoons of flour in the entire recipe, which is not enough to break the carb bank.

Half & Half: For the most sultry, silky, thick and creamy sauce, we use half & half. You can use whole milk, although the cheesy sauce won’t be quite as creamy. Heavy cream works here too, although I don’t think the extra fat is necessary.

If you’re dairy-free, feel free to replace the half and half with full-fat canned coconut milk. I have employed this tactic in many recipes in the past.

You can also mix in 4 ounces of cream cheese if you like the tangy cream cheese flavor in keto mac and cheese recipes. 

Grated Cheese: Pick your favorite melting cheese to use in mac and cheese and go wild here! I use Colby Jack cheese, but you can use mild, medium, or sharp cheddar cheese, gouda, gruyere, or any melting cheese you love.

Any blend of cheeses works so long as you’ve verified you enjoy it in cauliflower mac n cheese. You can also mix in some parmesan cheese or asiago cheese for that rustic vibe. 

Use 2 cups for creamier cauliflower mac, or 3 cups for cheesier mac and cheese. 

I don’t recommend using pre-shredded cheese, as it doesn’t melt as well as freshly grated bricks of cheese, which throws off the texture. For this reason, I recommend taking the time to grate your own cheese.

Sea Salt and Black Pepper: Add a generous pinch of salt and pepper to the cream mixture to your personal taste. For a small kick of heat, add 1/4 teaspoon of cayenne pepper. 

All of these ingredients combined results in one of the most delicious low carb recipes that tastes similar to traditional mac and cheese.

large pot of low carb cauliflower mac and cheese.

Can I Make This Recipe Dairy-Free?:

Yes, absolutely! Here is what you do for dairy-free cauliflower mac and cheese. Use full-fat canned coconut milk instead of half & half and replace the grated cheese with your favorite dairy-free cheese (vegan “cheese” shreds). If you have nutritional yeast on hand, I also recommend adding 3 to 4 tablespoons for an even richer cheese flavor.

The cooking instructions are the same for the dairy-free option.

I will be transparent when I say I haven’t met a dairy-free cheese that I was crazy about, but if you are familiar with a brand you enjoy, feel free to move forward.

Now that we’ve covered the basic ingredients, let’s make this delicious low-carb mac and cheese recipe.

How to Make Cauliflower Mac and Cheese:

Chop the head of cauliflower into small florets so that they’re about the size of macaroni noodles. I recommend chopping the cauliflower into smaller pieces so that it has a similar consistency to cooked pasta noodles.

Bring large pot of water to a full boil. I recommend a large thick-bottomed pot such as a Dutch oven. Ideally, this will be the same pot you use for the whole recipe.

I recommend using a Dutch oven if you have one. Once the water is at a full boil, add the chopped cauliflower florets. Return the water to a rolling boil and cook for 8 to 10 minutes, or until the florets are tender.

Drain the cauliflower into a colander and set aside until ready to use.

Steamed cauliflower florets in a large pot with creamy sauce, ready to be stirred together.

Place the pot back on the stove top and heat to medium-high. Place the strips of bacon on the hot surface and cook, flipping every couple of minutes, until the bacon is crispy.

Bacon cooking in a large Dutch oven to crispy goodness.

Transfer the bacon to a plate (or a cutting board) and set aside to cool. Leave all of the bacon drippings in the pot, as you will use them to sauté the onion.

Reduce the heat to medium heat and transfer the chopped onion to the pot with the bacon fat. Sprinkle the onion liberally with sea salt. Cook, stirring occasionally, until the onion has softened substantially and is beginning to caramelize, about 20 minutes total.

The purpose of this step is to create deeper caramelized onion flavor and to also soften the onion to the extent that the texture isn’t noticeable. If you want to save time and the texture of al dente onion doesn’t bother you in creamy mac and cheese, you can sauté it for just 5 minutes.

Once the onion is golden brown and very soft, add in the minced garlic and cook for 3 minutes longer, until the garlic is very fragrant.

Stir in the flour until it appears as though it has dissolved.

Caramelized onions in a pot with flour sprinkled on top.

Pour in the half and half and continue heating slowly until the sauce has thickened substantially. Avoid bringing the milk to a full boil and keep the heat on medium.

Pouring cream into a large pot with caramelized onions.

Stir in the grated cheese until it has melted and the sauce is nice and thick and creamy.

Thick sauce with grated cheese on top.
Creamy macaroni and cheese sauce, ready to be made into keto cauliflower mac

Transfer the cooked cauliflower to the pot with the creamy cheese sauce and stir well until the cauliflower is completely combined.

Steamed cauliflower florets in a large pot with creamy sauce, ready to be stirred together.

Taste the homemade mac and cheese for flavor and add sea salt and pepper to your personal taste.

Finished cauliflower mac and cheese in a pot, ready to serve.

You can either stop here and serve the mac and cheese with chopped bacon bits and chives on top, or you can transfer the mac and cheese to a casserole dish and broil it for a few minutes to create a golden brown topping.

Follow the instructions below for the baked version.

Baked Cauliflower Mac and Cheese

If you’re going with this optional step, turn your oven onto the high broil setting and move one of the oven trays to the rack that is second or third from the top. Spray a large 13” x 9” casserole dish with cooking spray.

Pour the cheesy cauliflower mixture into the prepared baking dish and spread it into an even layer. Sprinkle the cheesy cauliflower with extra cheese (I add about 1 to 2 cups more cheese on top).

Casserole dish full of cauliflower mac and cheese with cheese sprinkled on top, ready to bake.

Broil for 3 to 5 minutes or until the cheese has melted and has reached your desired level of golden brown color.

Remove the baked mac and cheese casserole from the oven and sprinkle it with chopped crispy bacon and chopped chives. 

Serve baked cauliflower mac and cheese with your main dish and enjoy! This easy side dish pairs nicely with any of your favorite protein. 

Store leftover cheesy cauliflower in an airtight container in the refrigerator for up to 7 days.

Casserole dish of baked cauliflower mac and cheese with chives and bacon sprinkled on top.

Make this easy cauliflower mac and cheese recipe during the holiday season for all your food gatherings! Cauliflower recipes are ideal for a low carb lifestyle because cauliflower is a low-carb vegetable that has neutral flavor, making it an ideal canvas for bigger flavors. 

For a keto Thanksgiving or for those who are carb conscious, low-carb side dishes like this one are a great way of keeping the holiday special and not sacrificing on enjoyment. 

Keto cauliflower mac is also a great recipe to make year round, as it serves many individuals and pairs nicely with any main dish.

If you’re looking for more side dish inspiration, also try out these reader favorites!

More Side Dish Recipes:

Creamy cheesy cauliflower casserole, let’s go!

White casserole dish with baked creamy cheesy cauliflower sprinkled with bacon and chives.

Cauliflower Mac and Cheese

4.75 from 4 votes
Creamy cauliflower mac and cheese is one of my favorite recipes for entertaining guests for a low-carb option. While the texture isn't exact, the flavor is very similar to classic mac and cheese! The caramelized onions and bacon make this delicious recipe even better!
Prep Time 25 minutes
Cook Time 30 minutes
Total Time 55 minutes
Servings: 12 Servings

Ingredients

  • 1 large (2.5-pound) head cauliflower chopped into small chunks
  • 6 strips thick-cut bacon
  • 1 medium-sized yellow onion finely chopped
  • 3 large cloves garlic minced
  • 2 Tbsp butter
  • 2 Tbsp all-purpose flour*
  • 1 to 1.5 cups half & half
  • 2 to 3 cups cheese grated**
  • Sea salt and black pepper to taste

Instructions

  • Chop the head of cauliflower into small florets so that they’re about the size of macaroni noodles. I recommend chopping the cauliflower into smaller pieces so that it has a similar consistency to cooked pasta noodles.
  • Bring a large pot of water to a full boil. I recommend a large thick-bottomed pot such as a Dutch oven. Ideally, this will be the same pot you use for the whole recipe. Once the water is at a full boil, add the chopped cauliflower florets to the boiling water. Return the water to a rolling boil and cook for 8 to 10 minutes, or until the florets are tender. Drain the cauliflower into a colander and set aside until ready to use.
  • Place the pot back on the stove top and heat to medium-high heat. Place the strips of bacon on the hot surface and cook, flipping every couple of minutes, until the bacon is crispy. Transfer the bacon to a plate (or a cutting board) and set aside to cool. Leave all of the bacon drippings in the pot, as you will use them to saute the onion.
  • Reduce to medium heat and transfer the chopped onion to the pot with the bacon fat. Sprinkle the onion liberally with sea salt. Cook, stirring occasionally, until the onion has softened substantially and is beginning to caramelize, about 20 minutes total. The purpose of this step is to create deeper caramelized onion flavor and to also soften the onion to the extent that the texture isn’t noticeable. If you want to save time and the texture of al dente onion doesn’t bother you in creamy mac and cheese, you can saute it for just 5 minutes.
  • Once the onion is golden brown and very soft, add in the minced garlic and cook for 3 minutes longer, until the garlic is very fragrant.
  • Stir in the flour until it appears as though it has dissolved. Pour in the half and half and continue heating slowly until the sauce has thickened substantially. Avoid bringing the milk to a full boil and keep the heat on medium.
  • Stir in the grated cheese until it has melted and the sauce is nice and thick and creamy.
  • Transfer the cooked cauliflower to the pot with the creamy cheese sauce and stir well until the cauliflower is completely combined. Taste the homemade mac and cheese for flavor and add sea salt and pepper to your personal taste. You can either stop here and serve the mac and cheese with chopped bacon bits and chives on top, or you can transfer the mac and cheese to a casserole dish and broil it for a few minutes to create a golden brown topping.
  • If you’re going with this optional step, turn your oven onto the high broil setting and move one of the oven trays to the rack that is second or third from the top. Spray a large 13” x 9” casserole dish with cooking spray. Pour the cheesy cauliflower mixture into the prepared baking dish and spread it into an even layer. Sprinkle the cheesy cauliflower with extra cheese (I add about 1 to 2 cups more cheese on top).
  • Broil for 3 to 5 minutes or until the cheese has melted and has reached your desired level of golden brown color.
  • Remove the baked mac and cheese casserole from the oven and sprinkle it with chopped crispy bacon and chopped chives.
  • Serve baked cauliflower mac and cheese with your main dish and enjoy!

Notes

*use gluten-free all-purpose flour for gluten-free
**I use Colby Jack cheese, but you can use cheddar cheese, gouda, gruyere, or any melting cheese you love. Use 2 cups for creamier cauliflower mac, or 3 cups for cheesier mac and cheese. If you perform the oven broiling step to get crispy cheese on top, I recommend sprinkling 1 to 2 cups of cheese on top prior to broiling.
Store leftover cheesy cauliflower in an airtight container in the refrigerator for up to 7 days. 

Nutrition

Serving: 1Serving (of 12) · Calories: 195kcal · Carbohydrates: 6g · Protein: 10g · Fat: 13g · Saturated Fat: 9g · Polyunsaturated Fat: 1g · Cholesterol: 42mg · Sodium: 472mg · Fiber: 1g · Sugar: 3g
Author: Julia Mueller
Course: Side Dish, Side Dishes & Snacks
Cuisine: American
Keyword: cauliflower mac and cheese, cauliflower macaroni and cheese, cheesy cauliflower casserole, creamy cauliflower casserole, healthy keto recipes, healthy low carb recipes, healthy vegetable side dish, holiday side dish, keto side dish recipes, low carb side dishes
Did You Make This Recipe?I want to see it! Tag @the.roasted.root on social media!

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Julia Mueller
Meet the Author

Julia Mueller

Julia Mueller is a recipe developer, cookbook author, and founder of The Roasted Root. She has authored three bestselling cookbooks, – Paleo Power Powers, Delicious Probiotic Drinks, and The Quintessential Kale Cookbook. Her recipes have been featured in several national publications such as BuzzFeed, Self, Tasty, Country Living, Brit.co, etc.

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Questions and Reviews

  1. Isn’t this just cheesy cauliflower? Cauliflower in cheese sauce? Why the need to include the term “Mac?”

    Just curious.

  2. 1,000,000 million words for a recipe that misnames the ingredients. There’s no Mac in this cauliflower cheese dish.