Step 1

Preheat the oven to 350 F degrees.

Step 2

Bring a large pot of water to a boil. Season the water with salt and add cauliflower. Cook cauliflower in the boiling water for no more than 4-5 minutes or just until tender-crisp. Immediately drain over a colander.

Step 3

In a small saucepan, warm 1 1/2 cups milk, plus a bay leaf over medium heat. Whisk together the remaining 1/2 cup milk and the flour until there are no lumps.

Step 4

When the milk begins to lightly bubble around the edges, whisk in the flour/milk mixture. Reduce the heat to low and add the cream cheese. Whisk until smooth and slightly thickened.

Step 5

Discard the bay leaf. Stir in 1 cup of cheddar cheese and whisk just until melted. Then add 1 more cup of cheese, whisking until melted and smooth.

Step 6

Remove the saucepan from the heat and stir in the paprika, mustard, and salt. Season with ground black pepper, to taste. Set aside.

Step 7

In a medium non-stick skillet, melt butter over medium heat. Add breadcrumbs and stir until completely coated with butter.

Step 8

Add half of the cauliflower to a 10 X 10 baking dish. Top with spinach and then the remaining cauliflower. Pour the cheese sauce over the cauliflower. Using a spoon, lightly move the cauliflower around so it is evenly coated with the sauce.

Step 9

Top with the remaining 1 cup of cheddar cheese, breadcrumbs, and Parmesan cheese.

Step 10

Bake, uncovered, for 13-15 minutes or just until the cheese has melted. Broil for additional 2-3 minutes until golden brown. Serve immediately.