Butternut Squash Mac and Cheese (The Cozy Fall Dinner My Kids Never Suspect)
The first honestly cool night in Kansas City always catches me off guard. I walked out to the car Sunday morning in a t-shirt and came back inside doing that little arms crossed speed walk, and by dinner I had the windows cracked and the oven on, which is my favorite combination in the entire world.
This butternut squash mac and cheese is what I make on that night, every single year. It tastes like the creamiest, most golden baked mac you have ever had, and it just happens to have a whole squash blended right into the sauce. My kids have never once asked why it is so orange. I have never once volunteered the information.
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Why you will love it
It is creamy without being heavy. Roasted squash gives the sauce natural sweetness and body, so you get that silky, coats the back of a spoon texture without a full pint of cream.
It is sneaky in the best way. There are three cups of vegetables in this pan and it still reads as pure comfort food. If you have a kid who inspects dinner like a food critic, this one sails right past.
It actually makes ahead. I assemble it in the afternoon, park it in the fridge, and bake it when everyone is hungry and loud. Which is to say, around 6:15.
The leftovers are great. A splash of milk in the pan and it comes right back to life the next day.
What you will need
For the squash cheese sauce
- 3 cups butternut squash, peeled and cubed (about 1 medium squash)
- 2 tablespoons olive oil
- 3 tablespoons unsalted butter
- 3 tablespoons all-purpose flour
- 1 1/2 cups whole milk, warmed
- 1/2 cup heavy cream
- 1 teaspoon kosher salt
- 1/2 teaspoon garlic powder
- 1/4 teaspoon ground nutmeg
- 1/4 teaspoon black pepper
- A pinch of cayenne, optional but it wakes everything up
For the pasta and cheese
- 1 pound elbow macaroni or cavatappi
- 8 ounces sharp white cheddar, freshly shredded
- 4 ounces gruyere, freshly shredded
- 2 ounces parmesan, finely grated
For the crunchy topping
- 3/4 cup panko breadcrumbs
- 2 tablespoons unsalted butter, melted
- 2 tablespoons grated parmesan
- 1 teaspoon fresh thyme leaves
Two things worth owning here, and I say this as someone who resisted both for years: a good enameled Dutch oven so the sauce and the bake happen in one pan, and an immersion blender so you are not pouring hot sauce into a blender and back again. Also please shred your own cheese with a box grater. I will explain why in a second.
How to make it
- Heat the oven to 400F. Toss the cubed squash with the olive oil and a pinch of salt, spread it on a sheet pan, and roast 25 minutes, until a fork slides through easily and the edges caramelize.
- While that roasts, boil the pasta in well salted water for two minutes less than the box says. It finishes cooking in the oven, so you want it firm. Drain and set aside.
- Melt 3 tablespoons butter in a large oven safe skillet or Dutch oven over medium heat. Whisk in the flour and cook one minute, until it smells a little nutty.
- Slowly pour in the warm milk, whisking the whole time, then the cream. Simmer 3 to 4 minutes until it thickens enough to coat a spoon. Stir in the salt, garlic powder, nutmeg, pepper, and cayenne.
- Add the roasted squash and blend until completely smooth. This is the step that makes it silky instead of grainy, so give it an extra thirty seconds past the point where you think it is done.
- Turn the heat to low and stir in the cheddar, gruyere, and parmesan a handful at a time, letting each one melt before you add more. Taste, and add salt if it needs it. It usually does.
- Fold in the drained pasta until every noodle is coated. If you used a separate pot, transfer everything to a buttered 9×13 dish now.
- Stir the panko, melted butter, parmesan, and thyme together and scatter it over the top. Bake 18 to 20 minutes, until the edges bubble and the topping is deep golden.
- Let it rest 10 minutes before serving. It sets up beautifully in that time and nobody burns the roof of their mouth.
Butternut Squash Mac and Cheese
Ingredients
Method
- Heat the oven to 400F. Toss the cubed butternut squash with the olive oil and a pinch of salt, spread it on a sheet pan, and roast for 25 minutes, until a fork slides right through and the edges are caramelized.
- While the squash roasts, boil the pasta in well salted water for 2 minutes less than the box says. It finishes cooking in the oven, so you want it firm. Drain and set aside.
- Melt the 3 tablespoons of butter in a large oven safe skillet or Dutch oven over medium heat. Whisk in the flour and cook for 1 minute, until it smells a little nutty.
- Slowly pour in the warm milk, whisking the whole time, then the cream. Simmer for 3 to 4 minutes until it thickens enough to coat a spoon. Stir in the salt, garlic powder, nutmeg, pepper, and cayenne.
- Add the roasted squash and blend the sauce until completely smooth, either with an immersion blender right in the pan or in a regular blender. This is the step that makes it silky instead of grainy, so do not rush it.
- Turn the heat to low and stir in the cheddar, gruyere, and parmesan a handful at a time, letting each one melt before adding more. Taste and add salt if it needs it.
- Fold in the drained pasta until every noodle is coated. If you cooked the sauce in a separate pot, transfer everything to a buttered 9×13 baking dish now.
- Stir the panko, melted butter, parmesan, and thyme together and scatter it over the top. Bake for 18 to 20 minutes, until the edges bubble and the topping is deep golden.
- Let it rest for 10 minutes before serving. It sets up beautifully in that time and nobody burns the roof of their mouth.
Notes
Tips, swaps, and make-ahead notes
Shred your own cheese. This is the one rule I will not bend on. Pre-shredded cheese is coated in starch to keep it from clumping in the bag, and that starch turns a beautiful sauce gritty. Five extra minutes, completely different dish.
Warm the milk first. Cold milk hitting hot roux is how you get lumps. I microwave it for ninety seconds while the flour cooks and it has never once broken on me.
Frozen squash works. If it is a Tuesday and you are not peeling a squash, I fully understand. Roast frozen cubes straight from the bag, just add about eight minutes and let them dry out a bit so the sauce does not go watery.
Make it ahead. Assemble through step seven, cover, and refrigerate up to two days. Add the topping right before baking and give it about ten extra minutes since it is going in cold.
Swaps that work. Smoked gouda in place of the gruyere is excellent. Crumbled bacon or crispy sage on top makes it feel like you are hosting. A little sausage stirred in turns it into the whole dinner instead of a side.
What I would skip. I tried this once with all mozzarella because that is what was in the drawer, and it was stringy and weirdly bland. You need a sharp cheese in there to stand up to the sweetness of the squash.
Quick recipe details
- Prep time: 15 minutes
- Cook time: 45 minutes, including roasting the squash
- Total time: 1 hour
- Servings: 8 as a side, 6 as a main
- Storage: Keeps 4 days covered in the fridge. Reheat with a splash of milk. Freezes well baked, up to 3 months, thaw overnight before reheating.
The takeaway
Some recipes are impressive and some recipes are the reason everybody stays at the table a little longer. This is the second kind. It is the pan I pull out when the weather turns and I want dinner to feel like a soft place to land, and the fact that it is quietly full of squash is just a bonus I keep to myself.
If you make it, come tell me how it went in the comments. I especially want to know if your people figured out the secret ingredient, because mine still have not.
So glad you are here.
xo, Pam
