Butternut Squash Macaroni and Cheese
Butternut squash mac and cheese with brie and bacon: roasted squash puree makes a silky, golden sauce that sneaks in a whole lot of veggies. Kid approved!
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Butternut squash mac and cheese is a creamy stovetop pasta where roasted squash puree, melty brie, and sharp cheddar come together into one silky, golden sauce. It tastes every bit as rich as the classic, but the squash quietly adds a serving of vegetables and a gentle sweetness that pairs beautifully with salty bacon. The sauce comes together in one pot in about 10 minutes once the squash is roasted, so most of the work is hands off. I first made this the fall a butternut slipped off the vine in my garden before I was ready for it. It sat on my counter making eye contact with me for weeks until I finally roasted it, and this bowl of mac is what came out of that standoff.
This Butternut Squash Macaroni and Cheese was originally posted on October 4, 2011 and has recently been updated with new photography, tips for storing and reheating, as well as helpful serving suggestions
If you love a good homemade mac, you’ll want to try my Creamy Baked Mac & Cheese for a bubbly, oven baked version, or my Creamy Stovetop Mac & Cheese when you want the classic in under 30 minutes. Looking for more ways to sneak in vegetables? My Baked Veggie Mac and Cheese is another family favorite. And a confession: if I had kept my mouth shut about the squash, my kids never would have known it was in there.
In This Post
Why You’ll Love this Butternut Squash Mac & Cheese
This is mac and cheese with a little extra going on. The roasted squash gives the sauce a velvety body and that gorgeous orange color, the brie melts in buttery and luxurious, and the sharp cheddar brings the tangy bite every good mac needs. A tiny pinch of nutmeg ties it all together, and the crispy bacon on top adds smoky crunch in every forkful.
It’s also a smart make ahead dinner. Roast the squash on Sunday, and on a busy weeknight you’re only boiling pasta and whisking a sauce. One whole squash gives you more puree than you need, so you’ll have extra for soup, bread, or another batch. It feeds six, reheats well, and works just as easily as a holiday side as it does a main course.
Heather’s Expert Tips for the Best Butternut Squash Macaroni and Cheese
Drawing from 20 years of recipe development and my time co-founding a spice company, here’s what makes this recipe worth making exactly as written.
- Wrap the squash tightly in foil. Sealing the quartered squash steams it as it roasts, so the flesh turns completely tender and purees silky smooth with no stringy bits. For more on prepping and cutting squash, see my guide on How to Roast Butternut Squash.
- Remove the brie rind before it hits the pot. The rind won’t melt into the sauce and leaves chewy pieces behind. Brie is easiest to trim when it’s cold straight from the fridge.
- Keep the heat at medium. Cheese sauces turn grainy when they boil. Whisk the milk and cheeses over medium heat just until smooth, then stir in the puree.
- Go easy on the nutmeg. After years of developing spice blends as co-founder of Spiceology, I can tell you a little nutmeg goes a long way. An eighth of a teaspoon warms the squash without making the dish taste like dessert. Grate it fresh if you can for the brightest flavor.
- Undercook the pasta by a minute. The noodles keep absorbing sauce after you toss them, so pulling them just shy of al dente keeps the final dish creamy instead of mushy.
Equipment Needed
- Rimmed baking sheet
- Aluminum foil
- Blender or food processor
- Large pot or deep skillet
- Whisk
- Colander
- Box grater
Ingredients in Butternut Squash Macaroni & Cheese
- Pasta – cavatappi, fusilli, or elbow macaroni work best to trap the creamy cheese sauce
- Butternut squash – slow roasting the squash brings out the sugars making a velvety flavorful sauce
- Cheese – adding creamy brie along with sharp cheddar and cream cheese really makes for a delicious cheese sauce
- Milk – whole milk works best for this recipe
- Bacon – a little salty crunchy topping, totally optional
- Spices – freshly grated nutmeg, kosher salt and freshly cracked black pepper
Recipe Variations & Substitutions
- Swap the squash: Roasted pumpkin, sweet potato, or canned pure pumpkin puree all work in place of the butternut. Use the same 2 cups.
- Change up the cheese: Camembert is a nearly identical stand in for brie, and Gruyère or white cheddar can replace the sharp cheddar for a nuttier sauce.
- Make it vegetarian: Skip the bacon and top with toasted breadcrumbs, crispy fried sage, or toasted pecans for crunch.
- Bake it: Transfer the finished mac to a buttered baking dish, top with breadcrumbs and extra cheddar, and bake at 375ºF until golden and bubbly, about 20 minutes.
- Lighten it up: Use 2% milk and light cream cheese. The squash puree keeps the sauce creamy even with lower fat dairy.
How to Store, Freeze, and Reheat
- Refrigerate: Store leftovers in an airtight container for up to 4 days.
- Freeze: Freeze in portions for up to 3 months. Thaw overnight in the fridge before reheating. Store the bacon separately so it stays crisp.
- Reheat on the stovetop: Warm over medium low heat with a splash of milk, stirring often, until creamy again.
- Reheat in the microwave: Add a splash of milk, cover, and heat in 30 second bursts, stirring between each.
- Freeze extra puree: Leftover roasted squash puree freezes for up to 3 months, so you can make the next batch even faster.
What to Serve with Butternut Squash Mac and Cheese
- Lemon Herb Roasted Cornish Hens for an elegant fall dinner
- Grilled Pork Chops with Apple Parmesan Salad, since pork, apple, and squash are a classic autumn trio
- Garlic Parmesan Roasted Broccoli for a crisp green side that balances the rich sauce
- Smoked Spatchcock Turkey when you’re serving it as a holiday side
Frequently Asked Questions
Only a little. The squash adds a mild sweetness and extra creaminess, but the brie, cheddar, and bacon lead the flavor, which is why picky eaters usually never notice it.
Yes. Thaw frozen butternut squash and puree it until smooth, or use canned butternut or pumpkin puree. You’ll need 2 cups either way. Roasting your own gives the deepest flavor, but the shortcut works on busy nights.
Yes, for the smoothest sauce. Brie rind is edible but doesn’t melt, so it leaves chewy bits in the sauce. Trim it while the cheese is cold.
Any shape works, but ones with ridges or hollows hold the most sauce. Elbows, cavatappi, shells, and rigatoni are all great choices.
Yes. Roast and puree the squash up to 4 days ahead and refrigerate it, then make the sauce and toss with pasta when you’re ready to eat. You can also make the full dish a day ahead and reheat it with a splash of milk.
Absolutely. It’s rich, colorful, and kid friendly, which makes it a natural fit for a holiday table. Find more ideas in my 50+ Thanksgiving Recipes roundup.
If you like this recipe, try:
Butternut Squash Macaroni and Cheese
Recommended Tools
- Aluminum foil
- Blender or food processor
- Large pot or deep skillet
Ingredients
Roasted Butternut Squash
- 3 lb butternut squash, quartered
- 1 tbsp olive oil
- ¾ tsp kosher salt
- ¾ tsp black pepper
Sauce & Assembly
- 2 cups milk
- 6 oz brie cheese, rind removed
- 4 oz sharp cheddar cheese, shredded
- 4 oz cream cheese
- ⅛ tsp ground nutmeg
- kosher salt, to taste
- black pepper, to taste
- 1 lb pasta, any shape, cooked & drained
- 4 bacon slices, diced and fried crispy, optional
Instructions
Roast Butternut Squash
- Preheat oven to 400ºF and place the quartered butternut squash on a baking sheet lined with foil. Drizzle with the olive oil, kosher salt and black pepper and wrap tightly with more foil. Bake for 40 minutes, or until fork tender.
- Scrape out the seeds and discard. Remove the butternut squash flesh and put in a blender or food processor. Puree until smooth. Remove 2 cups and set aside, reserving the remainder for another use.
Mac & Cheese Sauce and Assembly
- In a large pot of boiling salted water, cook the pasta as directed on the package.
- In a large pot or large skillet over medium heat, add the milk, brie, shredded cheddar, cream cheese, nutmeg, kosher salt, and black pepper. Whisk until smooth. Add the 2 cups of squash puree and whisk until smooth. Add the drained, cooked pasta and toss to coat. Top with the crisp bacon bits and serve.
Notes
Did you make this recipe?
Please leave a star rating and review . I appreciate your feedback, and it helps others too!
Hi! I’m Heather
I’m Heather, a recipe developer and content creator based in Vancouver, Washington. I started Farmgirl Gourmet in 2006 because I believed weeknight dinners shouldn’t be boring and gourmet shouldn’t mean complicated. I’m also the co-founder of Spiceology, so safe to say I think about food for a living. Stick around for recipes that actually make it into your regular rotation.

I really love this recipe and hope you will too!
Made this today. I am a chef at a homeless shelter and get many items donated. Sometimes it is hard to figure out what to make with what I have. Delicious, and I am happy to sneak in a vegetable!
I actually tried this!!! But it didn’t turn out so well. The cheese sauce never totally dissolved, small bits of cheese chunks were all over the place. Not creamy consistency at all. Oh well.
I found your pumpkin spice latte recipe on pinterest, and it caught my eye so I decided to stop over and check out your blog. Everything looks divine! I decided to become a follower because these recipes are actually “doable” if you get what I mean. Question about this particular recipe – I have some edam cheese, could I use that in place of the brie? If not, do you have a recipe that I could use edam in?
Thanks!
Kristina
http://www.pearlgateway.com – if you feel like taking a break and checking out some handmade cards and what not! 🙂
This recipe sounds incredible!!! (and not to mention looks amazing) I seriously want you to make me breakfast, lunch and dinner everyday. 🙂 Your recipes always make me so hungry!
I’m so envious of the things you grow in your garden! This mac and cheese must be to die for veggies or not!
Such a delicious way to prepare butternut squash!
Absolutely love this! It’s raining here, and this would be perfect comfort food. Glad you didn’t pass the squash for the 8,692 time!
I’d like to bathe in a pot of this! I love how you can hide bn squash in mac & cheese, husbands and kids need their veggies 🙂
I need this in my life!
I’m a mac and cheese enthusiast. I could totally rock this for lunch.
@Thefarmgirlcooks – Any sweet squash or even sweet potatoes would work just fine. You barely taste it, it just adds creamy texture, color and firmness to the sauce.
@Megan – I think everyone’s trying to use up the bounty of butternuts in something more interesting that soup. 🙂 That’s what I was doing…and using up the last of the Brie from Ile de France. DELISH!
Oh my! We are certainly being challenged in the veggies department with our little one. I think I’ll be making this tonight. You rock!
I have been seeing butternut squash mac n’ cheese everywhere! What’s the deal? Clearly this is something amazing that must be made and investigated… Oh, darn. (hear the sarcasm? Inside I’m saying “SQUIIEEEE”)
~Megan
I’ve been craving mac n cheese for weeks! This isn’t helping ; )
Have you tried buttercup or ambercup squashes? The texture is sweet potato-like and very nutty. Bet it would be a lovely complement to the cheeses and bacon.
Oh my goodness, this looks amazing, especially with the bacon on top. Yum!
so creative!!