Recipe for Butternut Mac 'n' Cheese ♥

Butternut Mac 'n' Cheese ♥, you'll be wondering, why didn't we combine these before? So good! Rave reviews!
Creamy cheesy mac' n' cheese but given a twist by the addition of rich roasted butternut squash. Gorgeous color, love the crispy topping, a peppery mix of panko and pepitas (pumpkin seeds).

WAY BACK IN 2008 Today we kick off the 2008 collection of Thanksgiving vegetable recipes (update: please see the latest collection, Favorite Recipes for Thanksgiving's Favorite Vegetables) with a recipe for macaroni and cheese that'll have your family asking, "Who made the mac 'n' cheese?" Oh boy oh boy, this is a mac 'n' cheese that's completely familiar and yet also a surprise, thanks to the secret ingredient, roasted butternut squash.

If you're like me, and then a dozen Slow Food St. Louis taste testers, and then my dad, you'll wonder, 'Why didn't we combine these before?' The combination is deeper, richer, earthier and yet still completely mac 'n' cheese – it just works! Here's why.

The squash has the same beautiful color as the cheddar cheese - so the dish doesn't "look" weird.
The roasted squash is sweet and soft, but still, adds just a bit of texture contrast to the macaroni.

I made two versions, one with more noodles (so more like a traditional mac 'n' cheese recipe), the other with more squash (so more like a squashy casserole with cheesy macaroni mixed in). They were both delicious – if you like this concept, move the direction that appeals. To my taste, the optimal proportion uses half of a two-pound+ squash and 8 ounces of macaroni. (Does one's sweet spot change? My latest favorite proportion is all of a two-pound butternut squash and 12 ounces of macaroni! This is a most-forgiving recipe, change up the proportions to suite your own taste!)

You can easily substitute your family's favorite macaroni and cheese recipe, just add roasted squash when you're assembling. Or use my recipe, below – I do think the nutmeg and white pepper are perfect.

Who knew butternut squash could be so controversial? I promise, this recipe was cooked, twice, long before butternut squash in macaroni and cheese became the subject of tabloids and talks-too-much-guy Jerry Seinfeld and and the talks-alot-too talk-gal Oprah. Jimminy.

2011 & 2015 UPDATES Once again, this recipe surprised me at how good it is. We took it to a winter potluck in 2011, nary a noodle remained. In 2015, I made it for a family fall gathering: gone in a flash!

"Your butternut mac 'n' cheese was a-m-a-z-i-n-g. The best thing ever--honest to goodness." ~ Daniel
"This is absolutely amazing. ... Will definitely be making again!" ~ Amy
"This is a hit every time I make it, and it is easily adapted to bake in a crockpot for potlucks." ~ Meredith
"So good!" ~ Aly
"I just put this in the oven, and stole a little taste before hand. WOW!" ~ Jessica
"I do not like veggies but I could eat this every day." ~ Teri


Hands-on time: 30 minutes
Time to table: 2-1/2 hours
Makes about 4 cups, easy to double or triple

For a "less squash-y" and more "mac 'n' cheese-y" version, use half the roasted squash in this dish, reserving the other half for something else.

1 two-pound butternut squash

For a "more mac 'n' cheese-y" version, use up to 16 ounces of macaroni.

Salted water
4 ounces (about 1 cup) elbow macaroni (or my new favorite, rotini, the corkscrews)

1 tablespoon unsalted butter
1 small onion, chopped small
1 teaspoon nutmeg
1/2 teaspoon white pepper
1 tablespoon flour
1 cup whole milk
16 ounces cheddar cheese or any good melting cheese (if in a brick, sliced or cubed, a blend of cheeses also works well, including some portion of cream cheese)

1/2 tablespoon butter
1/4 cup panko
1/4 cup pumpkin seeds (pepitas)
Generous black pepper

SQUASH Preheat oven to 400F/200C. Cut squash in half, lengthwise and rub cut side with olive oil. Place cut-side down on a baking sheet and roast for 60 - 75 minutes or until completely cooked and soft. (Even easier? How to Roast a Whole Butternut Squash, You Know, Whole.) Scoop out flesh while still warm and break apart with a spoon. Timing-wise, finish the squash roughly the same time the pasta and the sauce is cooked so that it's still warm.

MACARONI Cook macaroni in salted water. Let drain well. Timing-wise, finish the pasta and the sauce about the same time.

CHEESE SAUCE In a saucepan, melt the butter on MEDIUM heat til shimmery. Stir in the onion as it's prepped, then the nutmeg and white pepper, cook til onions soften. Stir in the flour and mix well. A tablespoon at a time, add the milk, incorporating each tablespoon well before adding another. (If you add it all at once, or without working in each time, there's risk of ending up with a lumpy sauce.) Stirring often, let the sauce come almost to the boiling point, it will thicken slightly. Add the cheese and let melt, adjusting temperature so that the sauce won't boil. (It's not a disaster if it does, since it's going into the casserole, but it'll look curdled.)

COMBINE In a large bowl, break the squash apart, mashing it really, with a wooden spoon. Stir in the hot, drained pasta and combine well, distributing the squash throughout. Stir in the sauce and combine well. Transfer to a greased baking dish.

TOPPING In a small skillet, melt butter on low heat, add panko and pumpkin seeds and gently cook until golden, seasoning with black pepper. Watch carefully, these burn easily! Scatter over top of Mac 'n' Cheese.

BAKE Bake at 350F/180C for 30 - 60 minutes until hot and bubbly throughout. (Sorry, it's hard to be more specific when the volume of ingredients can vary so widely.) When covered with foil, holds its temperature for a good 30 minutes.

ONE or TWO DAYS BEFORE Roast the squash, cook the pasta, make the cheese sauce and make the topping. But refrigerate separately, otherwise the pasta will soak up all the cheese sauce and the end product will turn out dense and gooey, not in a good way.
THANKSGIVING DAY Return the ingredients to room temperature. Stir together the squash and cheese sauce (you might need to warm them, so they'll distribute evenly), then stir this into the pasta. Transfer to a well-greased baking dish. Bake at 350F for 45 - 60 minutes until hot and bubbly throughout.

BUTTERNUT SQUASH A two-pound butternut squash is small by supermarket standards. If you get a large one, you might use only a quarter of the roasted flesh for this dish. A two-pound butternut squash will yield about 3 cups of cooked squash. If it's extra fibrous or you want to really make it "disappear" into the mac 'n' cheese, run it through the food processor, maybe even adding a little water to thin a bit.
MY OWN "SWEET SPOT" PROPORTIONS I like to use the full amount of squash, it seems like it can "take" a full 16 ounces of pasta, cooked. (And it makes a lot, a full 10 cups.) But that ends up being too much, 12 ounces of pasta would be better.

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Still Hungry?


~ Savory Bread Pudding with Butternut Squash, Chard & Cheddar ~
~ Butternut Squash Lasagna with Butternut Bechamel & Roasted Butternut Squash ~
~ Slow Cooker Butternut Squash with Ginger & Dried Fruit ~
~ more Butternut Squash recipes for Thanksgiving ~

~ Roasted Butternut Squash & Apple ~
~ Squash Puff ~
~ Slow Cooker Sweet Potato (or Pumpkin or Butternut Squash) Grits ~
~ more winter squash recipes ~
from Kitchen Parade, my food column

Move aside, turkeys. (No, not you, dear readers! Thanksgiving turkeys!) Here at A Veggie Venture, vegetables are the real stars of the Thanksgiving table. So it's new Thanksgiving recipes all November long for a fabulous collection of Thanksgiving vegetable recipe ideas. Whether it's last year's famous World's Best Green Bean Casserole or a brand-new recipe which catches your fancy this year, move over turkeys, it's vegetables' time.
© Copyright 2007, 2011 & 2015
Alanna Kellogg
Alanna Kellogg

A Veggie Venture is home of "veggie evangelist" Alanna Kellogg and the famous asparagus-to-zucchini Alphabet of Vegetables.


  1. It sounds great to me, and I also did butternut squash as my first Thanksgiving veggie recipe! Channeling each other again! (I'm on a butternut squash kick around here due to the surplus of squash from the garden, what my mom would have called "a good problem to have." Look forward to seeing more of your new veggie recipes all month.

  2. A great start to a month of Thanksgiving recipes! I'm looking forward to more, as I'm a last-minute holiday menu planner.

  3. If all your thanksgiving recipes are going to be that mouthwatering I can only imagine how many loved ones and even strangers are going to gather around your table. At the farmer's market this weeknd I has a delicious butternut squash bisque....Yum!

  4. I've been wanting to make this for weeks, and now I have even more reason to. I LOVE winter squash in all it's forms and you really can't beat mac n cheese. YUM!

  5. What is all the controversy about? I don't get it. Looks to me like there's nothing controversial about the taste and that's what matters.

  6. This sounds really tasty! I want some right now!

  7. That looks fabulous! I love butternut quash! And actually, the search for Thanksgiving recipes this year couldn't come soon enough. My family is doing the meal early this in this Sunday! So thanks!

  8. Hilary ~ Lucky you! And lucky that there are already so many good Thanksgiving recipes just waiting for your perusal. Enjoy your family gathering ..

  9. Oh my heavens! Your butternut mac 'n' cheese was a-m-a-z-i-n-g. The best thing ever--honest to goodness. I heard a chorus of angels singing 'Hallelujah' as I ate it. Thank you so very much for posting that recipe. It's gonna knock the socks off my family this Thanksgiving!

    Downey, CA

  10. OK Alanna this is it tomorrow. I have the butternut ready and waiting and my dad comes in tonight. This looks really lovely.

  11. If I hadn't just discovered the wonders of butternut squash lasagne, I would have been skeptical about squash macaroni and cheese (I adore squash and I adore macaroni and cheese when they are served separately)

    But I may just have to try this! (If I can manage not to make lasagne with any squashes that we buy)


  12. Nothing says fall quite like Butternut Squash. I've never even thought of using like this. What an awesome idea!

  13. This is absolutely amazing. Just made it for my roommate and I am oh, my gosh! Will definitely be making again!

  14. this is a hit every time I make it, and it is easily adapted to bake in a crockpot for potlucks. One of my favorite recipes from this site!

  15. Everyone laughed at me when I went to make this. But then they all loved it. So good!

  16. Butternut mac 'n cheese. BEST.DISH.EVER. I made it this Thanksgiving as a main for me (the lone vegetarian at a table of 12), and as a side for everyone else. I adapted the recipe because I'm not a fan of regular cheddar cheese in my mac 'n cheese. So I used a combination of cheeses. Oh my. This was definitely a keeper and since it's a wee bit healthier than the dish without the squash, I can make it and feel a bit more virtuous. And healthy! :)

  17. Jessica AukemaNovember 02, 2011

    I just put this in the oven, and stole a little taste before hand. WOW! Now the hard part...waiting the 30 minutes it takes to heat through. Thank you for the recipe. It may have made me a follower of your website for life.

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  19. Okay, I do not like veggies but I could eat this every day. Do not skip the nutmeg. Also, check out her page for how to roast a whole butternut squash. No cutting. then I cut that puppy in half, scoop out the soft squash and make the noodles. Delish.


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Thank you for taking a moment to write! I read each and every comment, for each and every recipe, whether a current recipe or a long-ago favorite. If you have a specific question, it's nearly always answered quick-quick. ~ Alanna