Healthy...Yes, but very Delicious as well. You can be a show-off with this dish by using some tricks to enhance the flavors. For example, using cloves, an onion, and a bay leaf really works well. Also, anytime there is cream or cheese with a nutmeg background involved, I am sold! Such a match made in heaven those two. Breadcrumbs can work on this dish too if you have them, go for it. Try all my Moni Mac N Cheese Recipes and Moni Quinoa Mac N Cheese! Enjoy. Serves 4 1 head cauliflower, cut into florets 1/2 cup whole-wheat macaroni 2 whole cloves 1/2 small onion, chopped in half 2 cups non fat milk of choice 1 bay leaf 2 tbs unsalted butter 2 tbs all-purpose flour 3/4 cup grated Gruyere, divided 2 tsp chopped chives 1 tsp hot sauce 1 tsp grated nutmeg, secret ingredient salt and pepper Worcestershire sauce 1. Preheat oven to 425 F. 2. Fill a large pot with water and bring to a boil. Cook cauliflower for 2-3 mins and remove into an ice bath. Keep water boiling and cook macaroni until al dente; drain and set aside. While pasta cooks press cloves into onion and let sit for 10 mins. 3. In a med-size pot over med. heat; bring milk, bay leaf, onion halves, and cloves to a simmer. In a med saucepan, melt butter over low heat. Mix in flour and cook for 2 mins. Remove bay leaf, cloves, and onion; then whisk milk into flour mixture; cook for 10 mins more or until mixture comes to a simmer. 4. Add half the Gruyere; pass mixture through a fine sieve. Add chives, hot sauce, and nutmeg. Add salt and pepper, and Worcestershire to taste. 5. Spread macaroni and cauliflower evenly in a 12 by 10 inch oven proof dish, poor sauce over both, and sprinkle with remaining cheese. Bake for 20 mins. Enjoy!