Butternut Squash Mac and Cheese

This dish will squash the weeknight dinner blues

By
Elizabeth Mervosh
Elizabeth Mervosh wearing a white chef coat in front of a blue background
Elizabeth Mervosh
Elizabeth Mervosh is a recipe tester and developer for the Dotdash Meredith Food Studios in Birmingham, Alabama and tests and develops recipes for brands including Southern Living, Real Simple, Food & Wine, and People.
Learn about The Spruce Eats' Editorial Process
Updated on 02/13/24
Two bowls of butternut squash macaroni and cheese with two glasses of sparkling water

The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

Prep: 20 mins
Cook: 40 mins
Total: 60 mins
Servings: 4 servings
Yield: 7 cups

As soon as temperatures dip and fall weather rolls in, I start craving all things cozy. A bowl of creamy mac and cheese made with one of the season's star ingredients, butternut squash, hits the spot. This recipe is also dead easy to make. The butternut squash does not need to be peeled, requires one pot and one baking sheet, and no bechamel sauce is necessary. The secret to this mac and cheese isn’t in the sauce; it’s in the squash. 

Let’s Talk Squash

Butternut squash should feel heavy for its size, be matte, and have dark beige-colored skin with no soft spots. In this recipe the squash is quickly roasted and caramelized to intensify its natural sweetness and earthy flavors. 

While butternut squash is known for its sweet, rich flavor, you may come across a flavorless specimen every once in a while. When this happens, the squash may just have been underripe. If your squash is still lacking sweetness after roasting, feel free to add a touch of white miso or honey to your mashed squash. If roasting squash isn’t a part of your journey, you can substitute it with 1 1/2 cups of pure canned pumpkin. 

Why One-Pot Mac and Cheese Works

Because we’re skipping a bechamel sauce (a flour-thickened milk sauce that forms the backbone of most mac and cheese recipes), we need to rely on other emulsifiers, and this recipe has two big ones: cream cheese and the starches from the pasta. Cream cheese pulls double duty. It imparts a rich creaminess to the cheese sauce, and its emulsifiers thicken and bind it so it won’t separate, or “break.” 

Because the pasta is cooked directly in the sauce rather than in a separate pot, its starches are concentrated. This helps to emulsify the milk and cheese, which would never combine so luxuriously on their own. 

Tips for Making Butternut Squash Mac and Cheese

  • Prevent sticking by stirring—The pasta wants to stick to the bottom of the pot, mainly as it finishes cooking. You’ll want to stir along the bottom of the pot often. 
  • How to soften cream cheese in a hurry—To soften your cream cheese quickly, microwave it on high in 10-second intervals. 
  • Divide the squash—The squash is added in two additions to allow the pasta to absorb the cooking water mixture more easily. 
  • For the smoothest sauce—If you want a silkier, smoother sauce, puree your squash with the milk or water. 

Serving Butternut Squash Mac and Cheese

To balance the mac and cheese’s richness, serve with a crisp apple salad or a salad with citrus. Alternatively, serve a simple green vegetable on the side, like green beans or broccoli.

Make Ahead 

Roasted and mashed squash may be stored in an airtight container in the refrigerator for up to 5 days. 

"This was devoured in the test kitchen. It might have lasted 5 minutes on the counter. The butternut squash doesn’t overpower to make this vegetal – it melds with the milk and a smidge of cheese to make a creamy sauce that truly coats the pasta." —The Spruce Eats Test Kitchen

A white bowl with shell pasta coated in a pale yellow cheese sauce
A Note From Our Recipe Tester

Ingredients

  • 1 small (1 1/2-pound) butternut squash, halved lengthwise and seeded

  • 1 teaspoon canola oil

  • 2 tablespoons unsalted butter

  • 1 1/2 teaspoons onion powder

  • 1/4 teaspoon ground cayenne pepper

  • 1/4 teaspoon ground nutmeg

  • 1 (16-ounce) package medium pasta shells

  • 3 cups water, plus more as needed

  • 2 cups whole milk

  • 1 1/2 teaspoons fine salt

  • 1 cup (4 ounces) shredded Gruyère cheese

  • 2 ounces cream cheese, cut into pieces and softened

Steps to Make It

  1. Gather the ingredients. Preheat the oven to 425 F. 

    Ingredients to make butternut squash macaroni and cheese

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

  2. Brush the cut sides of 1 small (1 1/2-pound) butternut squash, halved lengthwise and seeded with 1 teaspoon canola oil. Arrange the squash halves, cut side down, on a rimmed baking sheet lined with parchment paper. Bake until tender when pierced with a fork and browned on the cut side, 25 to 30 minutes. Remove from the oven and let cool slightly, about 10 minutes.

    A parchment paper-lined baking sheet with a deseeded roasted butternut squash, cut in half

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

  3. Scoop the flesh from the cooled squash into a medium bowl. Mash the squash with a potato masher until smooth. Set aside 1 1/2 cups of the mashed squash. Reserve the remaining mashed squash, if any, for another use. 

    A bowl of cooled, mashed roasted butternut squash

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

  4. Melt 2 tablespoons unsalted butter in a large Dutch oven over medium. Add 1 1/2 teaspoons onion powder, 1/4 teaspoon ground cayenne pepper, and 1/4 teaspoon ground nutmeg. Cook, stirring constantly, until fragrant and the spices are sizzling, about 1 minute. 

    A dutch oven with onion powder, cayenne, and nutmeg cooking in butter

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

  5. Stir in 1 (16-ounce) package medium pasta shells, 3 cups water, 2 cups whole milk, 1 1/2 teaspoons fine salt, and 1 cup of the mashed squash. Bring to a gentle boil over high, stirring occasionally. Boil, stirring often with a wooden spoon along the bottom of the pot to prevent scorching and sticking, until the pasta is al dente, the mixture is creamy, and most of the liquid is absorbed, 8 to 10 minutes. 

    A dutch oven with medium shells, milk, water, mashed butternut squash, and salt added to the spice mixture

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

  6. Remove from the heat. Add 1 cup (4 ounces) shredded Gruyère cheese, 2 ounces cream cheese, cut into pieces and softened, and remaining 1/2 cup mashed squash, stirring constantly, until the cheese has completely melted and the mixture is smooth, about 1 minute. Add more water, if needed, to loosen the mixture (and remember that it will thicken as it cools). 

    A large wooden spoon mixing shredded Gruyere cheese, cream cheese, and mashed butternut squash into the shell-milk mixture

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

  7. Divide evenly among 4 large bowls and serve immediately. 

    A bowl of butternut squash macaroni and cheese

    The Spruce Eats / Photographer: Fred Hardy, Food Stylist: Emily Nabors Hall, Prop Stylist: Christina Daley

How to Store

Leftovers may be stored in an airtight container in the refrigerator for up to 5 days. Reheat in the microwave or in a saucepan. Stir in a splash of milk to make it creamy again. 

Feeling Adventurous? Try This:

  • Add sage—Add 1 tablespoon chopped fresh sage or 1 teaspoon dried rubbed sage while blooming the spices in butter to lean into fall flavors.
  • Add veggies or a protein—Add chopped Tuscan kale and cooked and crumbled Italian sausage or bacon to turn this into a complete meal. 
  • Try a different cheese—You can substitute Gruyère with another melting cheese such as fontina, Gouda, raclette, or Monterey Jack. However, avoid cheddar cheese as it overwhelms the flavor of the butternut squash.
  • Make a crunchy topping—Toss panko with a little oil in a skillet. Season with salt and pepper and cook until golden brown and crunchy. Stir in your favorite seasonings like grated garlic, lemon zest, crushed red pepper, and thyme.
Nutrition Facts (per serving)
553 Calories
26g Fat
60g Carbs
21g Protein
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Nutrition Facts
Servings: 4
Amount per serving
Calories 553
% Daily Value*
Total Fat 26g 34%
Saturated Fat 14g 72%
Cholesterol 73mg 24%
Sodium 1109mg 48%
Total Carbohydrate 60g 22%
Dietary Fiber 8g 27%
Total Sugars 11g
Protein 21g
Vitamin C 26mg 130%
Calcium 527mg 41%
Iron 3mg 15%
Potassium 749mg 16%
*The % Daily Value (DV) tells you how much a nutrient in a food serving contributes to a daily diet. 2,000 calories a day is used for general nutrition advice.
(Nutrition information is calculated using an ingredient database and should be considered an estimate.)