Baked Shells in a Cheesy Cauliflower Sauce

This was a good find! A dinner that everyone in my family loved…with vegetables!

It was pretty easy and it was a hit with the husband and kiddos.

You make a yummy cheesy sauce with  a little sauteed onion and garlic, milk, and a whole head of chopped cauliflower.

Once the cauliflower is tender you blend the sauce until

it is smooth (or put it in your blender).

Add some cheese (a mixture of Gruyere and Parmesan turned

out great).

Add some cubed ham…

and Broccoli florets (raw) to the pot with the sauce.

Meanwhile…cook a pound of pasta (these shells worked

well) in some well salted water. You really want to under cook

it because it will finish cooking in the oven. This pasta said

cook for 13 minutes so I did it for 6 minutes.

Toss it all together, top with some extra Parmesan and bake!

After the pasta is just about done and the broccoli is tender,

sprinkle some Panko bread crumbs (mixed  with some melted

butter) over the top and finish cooking uncovered. You can broil

a few minutes to brown the top at the very end)



  • 1 teaspoon extra-virgin olive oil + 1 tablespoon butter
  • 1 small head cauliflower, cored and chopped (3 cups)
  • 6 garlic cloves, roughly chopped
  • 1 onion, roughly chopped
  • Coarse salt and freshly ground black pepper
  • 4 teaspoons all-purpose flour
  • 5 cups milk (I used 4 1/2 cups 1% and 1/2 cup of half and half)
  • 1/4 teaspoon freshly grated nutmeg
  • 1 1/2 cup parmesan cheese, grated
  •  1 cup grated Gruyere cheese
  • salt and pepper
  • 1 pound  pasta shells
  • 1/2  pound diced smoked ham
  • A handful of fresh chopped parsley
  • 1 medium bunch broccoli, trimmed and cut into florets (5 cups) or you can use a bag of florets
  • 1/2 cup  panko (Japanese breadcrumbs) mixed with 1 tablespoon melted butter


  1. Heat oil and butter in a medium saucepan over medium heat. Add onions and cook until softened but not brown, about 10 minutes, stirring occasionally. Add garlic and cook a few more minutes. Add Cauliflower and sprinkle with flour; stir to coat well.
  2. Gradually stir in milk; bring to a boil. Reduce heat; gently simmer until cauliflower is very soft, about 15 minutes. Season with salt and pepper to taste (I used about a teaspoon and a half of kosher salt). Blend the cauliflower mixture until smooth (either with an immersion blender or in a regular blender). Add one cup of the parmesan and all of the gruyere and stir to melt. Add the broccoli florets, ham and chopped parsley and mix will.
  3. Preheat oven to 400 degrees. Meanwhile, bring a large pot of water to a boil. Cook pasta until slightly tender but not fully cooked, about 5 minutes. Drain well; return to pot. Add ham, broccoli, and cauliflower sauce; toss to combine. Transfer to a ovenproof 3 1/2-quart baking dish sprayed with Pam. Sprinkle with remaining parmesan cheese, cover with foil and bake until bubbling in center, about 30 minutes. Remove foil and bake another 5 – 10 min. Sprinkle the Panko bread crumbs mixed with melted butter over the top and cook under the broiler until golden brown on top, 1 to 2 minutes. Let cool for 5 minutes and serve!

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