Two Peas and Their Pod

Butternut Squash Mac and Cheese

Josh has been doing most of the cooking ever since we had our sweet baby, but he always asks me what he should make for dinner. Lately, my answer has been butternut squash. I’ve been on a butternut squash kick ever since we made the Maple Roasted Butternut Squash & Apple Salad. I could eat that salad every night, but I think Josh was starting to get sick of it. So instead, I suggested we make Butternut Squash Mac and Cheese. Josh was happy to hear my suggestion because he loves mac and cheese. We were both excited about this meal.

If you are a little skeptical about adding butternut squash to your mac and cheese. Don’t be. It makes the most creamy, flavorful mac and cheese ever! Josh roasted the butternut squash before pureeing it to bring out the best flavors. He used aged white cheddar and sharp cheddar cheese. He also added in chopped fresh rosemary and topped the mac and cheese with whole wheat breadcrumbs.

This Butternut Squash Mac and Cheese is a great meatless main dish. It is comforting, filling, and delicious. We served it with a simple green salad and it made the perfect meal. You can also serve this mac and cheese as a side dish. It would be a great addition to your Thanksgiving feast. The fall flavors are incredible! Josh was happy my butternut squash obsession lead us to this tasty Butternut Squash Mac and Cheese recipe. It is going to be a fall favorite meal from now on.

Butternut Squash Mac and Cheese

Yield: 6-8 servings

Cook Time: 45 minutes


1/2 medium butternut squash, peeled, seeded, and chopped
1 tablespoon olive oil
Kosher salt and pepper
1/2 pound elbow macaroni
2 1/2 cups milk, divided
2 tablespoons butter
3 tablespoons flour
1/8 teaspoon ground nutmeg
1 tablespoon fresh chopped rosemary
1 cup aged white cheddar cheese, shredded
1 cup sharp cheddar cheese, shredded
3/4 cup whole wheat breadcrumbs


1. Preheat oven to 400 degrees F. Place butternut squash chunks on a large baking sheet. Drizzle olive oil over the squash and toss. Sprinkle with kosher salt and pepper. Roast for 20-30 minutes or until tender, turning once.

2. While the butternut squash is roasting, cook macaroni according to package directions, drain well. Set aside.

3. Add butternut squash to food processor or blender and puree until smooth. Add in 1/2 cup of the milk and puree again. This will help thin out the butternut squash.

4. In a large skillet over medium heat, add the butter. When the butter is melted whisk in the flour. Add the nutmeg. Cook for 2 - 3 minutes, whisking constantly, or until flour mixture smells nutty. Add the remaining 2 cups of milk and whisk until mixture is smooth. Turn heat to high and bring to a boil while continuing to whisk. After sauce has thickened, turn heat to low and whisk in butternut squash mixture. Stir in the fresh rosemary. Add the cooked macaroni to the pan and stir until the macaroni noodles are well coated. Season with salt and pepper, to taste.

5. Grease a 2 quart casserole dish. Pour half of the macaroni noodles into the pan. Sprinkle half of the aged cheddar and sharp cheddar over the macaroni noodles. Add the remaining noodles and then top with the rest of the cheese. Sprinkle breadcrumbs on top.

6. Place the pan in the oven and bake for 25-30 minutes, or until macaroni and cheese is bubbling. Remove from oven and let rest for 5 minutes. Serve warm.

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137 Responses to “Butternut Squash Mac and Cheese”

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  1. Rosa — November 21, 2011 @ 5:31 am

    Absolutely scrumptious! A great seasonal dish.



  2. Natalie @ Cooking for My Kids — November 21, 2011 @ 5:45 am

    This looks fantastic. And, your photos are just beautiful. I pinned it because I will definitely have to try this one.

  3. Lauren at Keep It Sweet — November 21, 2011 @ 6:11 am

    I also have been eating a ton of butternut squash lately. This mac n cheese looks absolutely delicious, looks like your husband is doing a great job in the kitchen!

  4. Averie @ Love Veggies and Yoga — November 21, 2011 @ 6:14 am

    This looks sooo good! And Josh gets a gold star for pitching in with the cooking!

  5. Shari Brooks — November 21, 2011 @ 7:19 am

    YUM! We’re all about Mac and Cheese in our house. I can’t wait to start enhancing our celebrated recipe! We slow cooked our Mac and cheese last week to accolades from anyone who tried it!

    Thanks for the recipe. It’s going on our hit list.

  6. Lindsay @ Pinch of Yum — November 21, 2011 @ 7:34 am

    Thanks for the shoutout! Your mac and cheese looks awesome. I am love with creamy pastas right now (today’s post has another one)! Lovely photos, too.

  7. Erica — November 21, 2011 @ 7:55 am

    Can I say it again? Such a lucky lady you are! This looks fantastic. I made a similar dish using an Ellie Krieger recipe and totally loved it. Happy (almost) thanksgiving!

  8. Heather (Heather's Dish) — November 21, 2011 @ 7:59 am

    great minds think alike – i’ve got a recipe like this on my blog today too! so comforting and creamy and i LOVE the topping on yours!

  9. Melissa @ Baking For The Boys — November 21, 2011 @ 8:28 am

    I used to make pumpkin mac n cheese when the Baking Tot was transitioning into eating solids. He loved it…and I did too! I bet this is thousands of times better since that recipe was focused on the little ones.

  10. Blog is the New Black — November 21, 2011 @ 8:38 am

    I’ve made something like this before and LOVED it. It cuts some calories but not taste. Looks great…

  11. bellini — November 21, 2011 @ 8:39 am

    Wonderfully comforting choice guys.

  12. Sandi G — November 21, 2011 @ 9:30 am

    Just bookmarked! Appreciate a hubby who helps in the kitchen 😉

  13. Cookbook Queen — November 21, 2011 @ 9:43 am

    This looks so comforting and yummy!! How lucky are you to have such a good cookin’ husband? Hope you’re enjoying your time with that sweet baby. xoxo

  14. EatLiveRun — November 21, 2011 @ 9:54 am

    Looks deliciously comforting, Maria!

  15. Cookie and Kate — November 21, 2011 @ 10:07 am

    Yum, I’m crazy for butternut squash mac and cheese and love spices you chose to add. Looks scrumptious!

  16. Amanda — November 21, 2011 @ 10:12 am

    I cant wait to try this… love a little bit of healthy in a classic treat!

  17. Cookin' Canuck — November 21, 2011 @ 10:32 am

    This is a great way to change up the usual mac ‘n cheese. The sweetness of the butternut squash is perfect in here.

  18. Lauren — November 21, 2011 @ 10:35 am

    Love this idea! When you’re making something as rich as a homemade mac and cheese, it’s always nice to throw in a few veggies!

  19. Lydia (The Perfect Pantry) — November 21, 2011 @ 10:45 am

    I made butternut squash mac and cheese for the vegetarian main dish at last year’s Thanksgiving dinner. Others enjoyed it for a side dish, and there wasn’t a bite left at the end of the meal.

  20. Charlotte Ferreux — November 21, 2011 @ 10:46 am

    I love this recipe and blog…I posted it on my community foodie blog. Hope you can come check it out

    Also, feel free to post you’re recipes or you’re favourite foodie tips on it whenever you like!

  21. Laura — November 21, 2011 @ 11:02 am

    I make a butternut squash mac n’cheese but with chunks of squash, not pureed. I’m excited to try using rosemary and nutmeg…my recipe has been lacking that pop of flavor. Thanks for this recipe!!

  22. Norma Chang — November 21, 2011 @ 11:03 am

    Butternut squash mac and cheese, what a great idea, must make. Thanks for sharing.

  23. Amy — November 21, 2011 @ 11:12 am

    Wonderful idea! I can imagine this being gobbled up on Thanksgiving. Wonder if my kids would notice the addition?

  24. Katrina @ Warm Vanilla Sugar — November 21, 2011 @ 11:24 am

    This looks and sounds delightful! Great recipe!

  25. Stacy @ Say it with Sprinkles — November 21, 2011 @ 11:32 am

    Yum, I love all the squash recipes going around the blogs during fall! I usually go for spaghetti squash because it’s fun and simple, but this mac & cheese looks way more creative! =)

  26. Feast on the Cheap — November 21, 2011 @ 11:38 am

    Such a comforting dish!

  27. Bev Weidner — November 21, 2011 @ 11:40 am

    I could crawl into that dish and nap for….ever.

  28. aida mollenkamp — November 21, 2011 @ 11:44 am

    Is it possible to make comfort food even more comforting? If so, I think you just did so!

  29. marla — November 21, 2011 @ 1:10 pm

    LOVE butternut squash in mac n’ cheese! Great recipe :)

  30. Delishhh — November 21, 2011 @ 1:18 pm

    I think a few of you must be dreaming about the same stuff i think i read 3 macaroni and butternut squash recieps pretty funny. But i do have to say being pregnant this looks extra good. So i am due in less than 12 weeks and would love to hear from you offline of any tips right of the bat that worked and didn’t work once you got home.

    • Two Peas replied: — November 21st, 2011 @ 9:20 pm

      Feel free to email me if you have specific questions:) Congrats!

  31. Lisa [With Style and Grace] — November 21, 2011 @ 1:23 pm

    i’m completely obsessed with butternut squash and have never tried it with mac & cheese – so good!!

  32. HeatherChristo — November 21, 2011 @ 1:47 pm

    This is one of my very favorite varieties of mac n cheese- it looks great!

  33. Jessica @ How Sweet — November 21, 2011 @ 2:13 pm

    I can’t even get over how amazing this looks. I’m dying for some!

  34. Amy O'Neal — November 21, 2011 @ 2:20 pm

    I have made something very similar from Cooking Light magazine and it was delicious! My husband and two children keep begging me to make it again:)

  35. CouponClippingCook — November 21, 2011 @ 2:33 pm

    What a great idea for mac and cheese! Kind of takes the guilt out of eating all of the calories. What a great way to get your veggies!

  36. Heather | Farmgirl Gourmet — November 21, 2011 @ 2:34 pm

    If you need any more Butternuts – let me know, I’ll ship. 😉 Great recipe Maria! I’m currently in love with Butternut Squash Mac & Cheese and yours look fantastic with the crumb topping.

    • Two Peas replied: — November 21st, 2011 @ 9:19 pm

      We are loving butternut squash! I could eat it every day:)

  37. Kristina Vanni — November 21, 2011 @ 3:16 pm

    Mmmm….love that layer of crispies on top :)

  38. Heather I. — November 21, 2011 @ 3:54 pm

    I just made the same dish last week, with a few different cheeses, but I didn’t get any photos :( Yours looks divine- I may just have to make it again!

  39. Brooke (Baking with Basil) — November 21, 2011 @ 4:00 pm

    Comforting dish with a bit of crunch on top – love it!!

  40. The Food Hunter — November 21, 2011 @ 4:01 pm

    This sounds great…I’ve never had butternut mac and cheese.

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