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Cheesy Cauliflower Spinach Bake

Karina Kari
A creamy and cheesy cauliflower spinach bake that’s rich in flavor yet light on carbs.
Perfect as a vegetarian main dish or a comforting side, this bake layers tender cauliflower, fresh spinach, and a velvety cheese sauce, all topped with a golden breadcrumb crust.
Prep Time 15 minutes
Cook Time 40 minutes
Total Time 55 minutes
Course Side Dish, Vegetarian Main
Cuisine American
Servings 8

Equipment

  • 1 Large pot (for boiling cauliflower)
  • 1 Colander (for draining)
  • 1 Saucepan (for cheese sauce)
  • 1 whisk
  • 1 Non-stick skillet (for breadcrumbs)
  • 1 10x10-inch baking dish
  • 1 oven

Ingredients
  

  • 1 large cauliflower about 3 pounds, cut into small florets
  • 2 cups milk divided
  • 1 bay leaf
  • 2 tablespoons all-purpose flour
  • 4 ounces cream cheese cubed
  • 3 cups sharp cheddar cheese freshly grated, divided
  • ½ teaspoon paprika
  • ½ teaspoon ground mustard
  • ½ teaspoon kosher salt plus extra for boiling water
  • Fresh ground black pepper to taste
  • 2 tablespoons unsalted butter
  • ½ cup breadcrumbs
  • 1 cup fresh baby spinach lightly packed
  • ¼ cup Parmesan cheese shredded

Instructions
 

  • Preheat the Oven: Begin by setting your oven to 350°F (175°C) so it’s hot and ready by the time your casserole is assembled.
    Preparing the oven ahead of time ensures the dish cooks evenly without any delays.
  • Prepare the Cauliflower: Bring a large pot of salted water to a rolling boil.
    Cut the cauliflower into small, bite-sized florets to help them cook quickly and evenly.
    Add the florets to the boiling water and cook for 4–5 minutes, just until they are slightly tender but still firm (also known as “tender-crisp”).
    Be careful not to overcook, as they will continue cooking in the oven.
    Drain the cauliflower thoroughly in a colander and set aside.
  • Warm the Milk Base: In a medium saucepan, pour in 1 ½ cups of milk along with the bay leaf.
    Place the pan over medium heat and allow the milk to warm gently.
    You’ll know it’s ready when small bubbles begin forming around the edges—avoid boiling to prevent scorching.
    This step infuses the milk with subtle flavor from the bay leaf, giving the sauce a delicious depth.
  • Make the Flour Slurry: While the milk is heating, whisk together the remaining ½ cup of cold milk with the all-purpose flour in a small bowl until smooth and lump-free.
    This mixture is called a slurry and will thicken the cheese sauce without clumping.
  • Build the Cheese Sauce: Once the milk in the saucepan begins to bubble around the edges, slowly whisk in the slurry.
    Reduce the heat to low and add the cubed cream cheese.
    Whisk continuously until the cream cheese melts and the mixture thickens slightly into a silky base.
    Discard the bay leaf at this stage.
    Now, gradually add 1 cup of cheddar cheese, whisking until fully melted and smooth.
    Add another 1 cup of cheddar cheese, stirring until the sauce is creamy, glossy, and velvety.
    Season with paprika, ground mustard, salt, and a few twists of black pepper.
    Remove the pan from the heat and set aside while you prepare the other components.
  • Toast the Breadcrumbs: In a separate non-stick skillet, melt the butter over medium heat.
    Add the breadcrumbs and stir continuously until each crumb is coated with butter and turns a light golden brown.
    This creates a crispy, flavorful topping that will contrast beautifully with the creamy filling.
    Transfer the toasted crumbs to a small bowl to prevent over-browning.
  • Assemble the Bake: Lightly grease a 10x10-inch baking dish.
    Add half of the cauliflower florets in an even layer at the bottom of the dish.
    Sprinkle the fresh baby spinach evenly over the cauliflower, then top with the remaining cauliflower florets.
    Slowly pour the cheese sauce over the top, using a spoon to gently move the cauliflower around so the sauce coats everything evenly.
  • Add the Toppings: Sprinkle the remaining 1 cup of cheddar cheese over the top of the casserole.
    Follow with the buttery breadcrumbs and a final layer of shredded Parmesan cheese for extra flavor and a beautiful golden crust.
  • Bake Until Golden: Place the dish uncovered in the preheated oven and bake for 13–15 minutes, just until the cheese melts and the casserole is hot throughout.
    For an extra golden, crispy top, switch the oven to broil for an additional 2–3 minutes, keeping a close eye so it doesn’t burn.
  • Serve and Enjoy: Remove the dish from the oven and let it rest for 5 minutes before serving.
    This allows the cheese sauce to settle slightly, making it easier to scoop.
    Serve hot as a comforting vegetarian main dish or as a hearty side alongside roasted meats, grilled fish, or a crisp salad.

Notes

  • Cut the cauliflower into small, even florets to ensure quick and consistent cooking.
  • Only parboil the cauliflower—do not overcook, as it will continue baking in the oven.
  • Use freshly grated cheddar cheese for the smoothest, richest sauce. Pre-shredded cheese often contains anti-caking agents that affect melting.
  • Toasting the breadcrumbs in butter makes the topping extra crunchy and flavorful.
  • For a lighter option, use low-fat milk and reduced-fat cream cheese without sacrificing creaminess.
  • Add more spices like garlic powder, cayenne pepper, or Italian seasoning if you prefer a stronger flavor.
  • This bake can be prepared ahead of time, assembled, and refrigerated until ready to bake.
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