Macaroni and cheese is one of the first dishes I learned how to cook from my mom; it is the quintessential comfort food. Michael and I wanted to create a variation that would be more filling and satisfying than just noodles and cheese sauce, with some vegetables to satisfy our grown-up tastes. We also wanted a crispy top without losing the creamy texture. We've found that the crunch of cauliflower, the earthiness of mushrooms, the richness of gruyere, and bread crumbs crisped off in the broiler make this a perfectly filling, comforting, delicious dish. You could try it with other veggies, too - it's delicious with chard or another leafy green. —Foxes
Break apart the cauliflower into small florets, slice the mushrooms, and finely chop the garlic.
Heat half of the olive oil over medium heat in a large skillet. Add the garlic and let it cook until fragrant (about 2 minutes). Add the cauliflower florets, season with salt and pepper, and cook the cauliflower until tender but still slightly crisp (about 10 minutes). If the cauliflower starts to get dry, add a splash of white wine, stock, or water to the pan. Remove the cauliflower and set aside.
Heat the rest of the oil in the same pan over medium high heat. Add the mushrooms, season with salt and pepper, and saute until all the moisture has evaporated and the mushrooms are tender and slightly browned. Remove them from the pan and set aside.
Cook the pasta according to your package's directions.
Put the butter in the skillet over medium heat. When it has melted, add the flour and let the two bubble together for about three minutes. Add the milk and whisk, mixing in the flour and butter mixture completely. Continue to whisk until the milk has thickened. Add the cheese, season with salt and pepper, and mix well.
Stir the cauliflower and mushrooms into the cheese sauce to rewarm them.
Turn on the broiler to high.
Mix the cheese sauce with the cauliflower and mushroom and the pasta together in a baking dish. Sprinkle the breadcrumbs over the top and put the dish into the broiler. Watch the dish carefully to make sure it doesn't burn - and cook until the top is golden brown (about 5 minutes).