Butternut Squash Macaroni and Cheese

A delicate, toasty sweetness from the butternut squash adds a touch of “something special” that will set this mac and cheese apart from any you’ve ever had. Boasting three varieties of cheese and a buttery sage breadcrumb topping, this decadent Butternut Squash Macaroni and Cheese is the perfect addition to your holiday table.  


  • 1butternut squash, cut in half lengthwise
  • 1 3/4 teaspoons tsp salt, divided
  • 2 tablespoons unsalted butter
  • 3 tablespoons all-purpose flour
  • 1/2 teaspoon black pepper
  • 1/2 onion powder
  • 1/4 teaspoon garlic powder
  • 1/4 teaspoon cayenne pepper
  • 1/4 teaspoon sweet smoked paprika
  • 2 cups milk
  • 8 ounces cheddar cheese, grated
  • 3 ounces Gouda cheese, grated
  • 2 ounces Parmesan cheese, grated
  • 1 pound shells or other dried pasta

For the sage breadcrumbs (optional)

  • 2 tablespoons unsalted butter
  • 1 tablespoon finely chopped fresh sage
  • 1 cup panko breadcrumbs
  • 1/2 teaspoon salt

How to Make It

Step 1

Preheat your oven to 400°F. Sprinkle squash with a teaspoon of salt and roast for 20 minutes, then flip squash over so the cut side is down. Roast for another 20-30 minutes, until the inside of squash is totally tender when you pierce it with a fork. Let it cool slightly, then scrape the flesh away from the skin and transfer to a food processor and process until totally smooth, thinning it out a little with a few splashes of milk if necessary. You can also move it to a tall, round container and use an immersion blender to blend the squash until smooth. Set pureed squash aside.

Step 2

In a Dutch oven or large saucepan, melt the butter over medium heat. Once the butter is hot and bubbling, sprinkle in flour, and begin whisking. Whisk constantly over medium heat for about 1 to 2 minutes. At first it will look very dry, then it will relax into a liquid-y paste. Continue cooking that paste, whisking constantly, until it just begins to change color and it smells a little toasty.

Step 3

Add black pepper, onion powder garlic powder, cayenne and sweet smoked paprika, and whisk together with roux, then add milk. Whisk until no more chunks of the roux are visible, then cook, stirring occasionally, until the sauce begins to thicken, about 5 minutes. Whisk in your prepared squash puree and remaining 3/4 teaspoon salt, then cook, stirring occasionally, until the sauce just begins to boil—it will have slow, gurgle-y bubbles.

Step 4

Reduce heat to medium low. Working in 4 batches, whisk in the cheeses, making sure to let the sauce get hot in between, so the cheese completely melts before you add more. Once all cheese is completely melted, turn off heat and cover.

Step 5

Cook the pasta according to package instructions, then drain and immediately add to the pot with the sauce. Stir well to combine, then serve.

Step 6

If you’re adding the breadcrumbs, transfer macaroni to an 8×8 baking dish. Alternatively, if you used a Dutch oven, you can leave it in that pot. Turn on your broiler. In a medium skillet, melt butter over medium heat, then add chopped sage. Cook, stirring occasionally, for about a minute until the sage starts to look a little crispy. Add breadcrumbs and salt, and toast, stirring often, until breadcrumbs are golden brown, about 4 minutes. Remove from heat. Sprinkle bread crumbs evenly over the top of the macaroni and cheese. Place under broiler and cook, watching closely, for 1-2 minutes, until breadcrumbs are deeply browned. Remove from oven and serve.

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