Introduction and Recipe Overview
Why This Recipe Works
Butternut Squash Mac and Cheese combines creamy cheese sauce with roasted butternut squash for a comforting pasta dinner with a naturally rich, slightly sweet flavor. Roasting the squash first concentrates its flavor and helps create a smooth sauce without making it watery.
Sharp cheddar provides the familiar mac and cheese flavor, while Parmesan adds a savory, nutty finish. A touch of Dijon mustard, garlic powder, and smoked paprika balances the sweetness of the squash and keeps the sauce flavorful.
This recipe makes 6 servings and uses a 9-by-13-inch baking dish for a creamy baked mac and cheese with a crisp, buttery breadcrumb topping.

What Makes This Recipe Special
The squash is not simply stirred into the finished pasta. It is roasted until tender and lightly caramelized, then blended directly into the milk. This creates a silky base that distributes the butternut squash evenly throughout the cheese sauce.
The pasta is cooked slightly shy of al dente before baking. That detail is important because the macaroni continues cooking in the oven and absorbs some of the sauce without becoming mushy.
A simple panko and Parmesan topping gives the finished dish a crunchy contrast while the pasta underneath remains creamy. It feels substantial enough for a main course but can also be served as a hearty side dish.
Ingredients and Preparation
Ingredients You’ll Need
- Butternut squash: Two cups of peeled, 1-inch cubes are roasted until tender and provide the creamy foundation of the sauce.
- Olive oil: Helps the squash caramelize in the oven.
- Elbow macaroni: One pound provides the classic mac and cheese shape and holds plenty of sauce.
- Unsalted butter: Used to make the roux and to create the buttery breadcrumb topping.
- All-purpose flour: Combines with butter to thicken the sauce.
- Whole milk: Three cups create a smooth, creamy cheese sauce and help blend the roasted squash.
- Sharp cheddar cheese: Three cups of freshly shredded cheddar provide the primary cheese flavor.
- Parmesan cheese: Adds savory depth to both the sauce and crunchy topping.
- Dijon mustard: Adds subtle tang that balances the rich cheese and sweet squash.
- Garlic powder: Gives the sauce gentle savory flavor without overpowering the squash.
- Smoked paprika: Adds warmth and a subtle smoky note.
- Salt and black pepper: Season the squash, pasta, and sauce.
- Panko breadcrumbs: Create a light, crisp topping when baked with butter and Parmesan.
Before You Start Cooking
Preheat the oven to 425°F (220°C) for roasting the squash. Lightly grease a 9-by-13-inch baking dish and set it aside.
Cut the peeled butternut squash into roughly 1-inch cubes so the pieces cook at approximately the same rate. You will need 2 cups cubed squash.
Shred the cheddar from a block rather than using pre-shredded cheese when possible. Freshly shredded cheese melts more smoothly because it does not contain the anti-caking ingredients commonly found on packaged shredded cheese.
Bring a large pot of well-salted water to a boil while the squash roasts. Having the pasta and sauce components ready at roughly the same time makes assembly easier.

Butternut Squash Mac and Cheese
Ingredients
- For the roasted squash:
- 2 cups butternut squash peeled and cut into 1-inch cubes
- 1 tablespoon olive oil
- 1/4 teaspoon salt
- 1/8 teaspoon black pepper
- For the mac and cheese:
- 1 pound elbow macaroni
- 4 tablespoons unsalted butter
- 1/4 cup all-purpose flour
- 3 cups whole milk divided
- 3 cups sharp cheddar cheese freshly shredded
- 1/2 cup finely grated Parmesan cheese
- 1 teaspoon Dijon mustard
- 1/2 teaspoon garlic powder
- 1/4 teaspoon smoked paprika
- 1/2 teaspoon salt
- 1/4 teaspoon black pepper
- For the topping:
- 1 cup panko breadcrumbs
- 1/4 cup finely grated Parmesan cheese
- 2 tablespoons unsalted butter melted
Instructions
- Preheat the oven to 425°F (220°C). Toss the butternut squash with the olive oil, 1/4 teaspoon salt, and 1/8 teaspoon black pepper. Spread in a single layer on a rimmed baking sheet.
- Roast the squash for 20 to 25 minutes, turning once halfway through, until very tender and lightly browned around the edges.
- Reduce the oven temperature to 375°F (190°C). Lightly grease a 9-by-13-inch baking dish.
- Meanwhile, bring a large pot of salted water to a boil. Cook the elbow macaroni for approximately 2 minutes less than the package directions for al dente. Drain well and set aside.
- Transfer the roasted squash to a blender. Add 1 cup of the whole milk and blend until completely smooth.
- Melt 4 tablespoons unsalted butter in a large saucepan over medium heat. Whisk in the flour and cook for about 1 minute, whisking constantly.
- Slowly whisk in the remaining 2 cups whole milk, followed by the blended squash mixture. Cook over medium heat for 4 to 6 minutes, whisking frequently, until the sauce thickens enough to lightly coat the back of a spoon.
- Reduce the heat to low. Stir in the Dijon mustard, garlic powder, smoked paprika, 1/2 teaspoon salt, and 1/4 teaspoon black pepper.
- Remove the saucepan from the heat. Gradually stir in the 3 cups sharp cheddar and 1/2 cup Parmesan until melted and smooth.
- Add the drained macaroni to the cheese sauce and stir until evenly coated. Transfer to the prepared 9-by-13-inch baking dish.
- Combine the panko breadcrumbs, 1/4 cup Parmesan, and 2 tablespoons melted butter. Sprinkle evenly over the macaroni.
- Bake at 375°F (190°C) for 18 to 22 minutes, until the sauce is bubbling around the edges and the breadcrumb topping is golden brown.
- Remove from the oven and let the mac and cheese rest for 10 minutes before serving.
Notes
Freshly shredded cheddar melts more smoothly than many packaged pre-shredded cheeses.
Do not fully cook the macaroni before baking. Cooking it about 2 minutes shy of al dente helps prevent mushy pasta.
Remove the sauce from the heat before adding the cheddar and Parmesan to help keep it smooth and creamy.
Medium shells or cavatappi can replace the elbow macaroni.
The mac and cheese can be assembled several hours ahead, covered, and refrigerated. Let it sit at room temperature while the oven preheats and allow a few additional minutes of baking time if needed.
Store cooled leftovers in an airtight container in the refrigerator for up to 4 days.
Reheat individual portions with a small splash of milk. Larger portions can be covered with foil and reheated at 350°F (175°C) for about 20 minutes.
Freeze portions in airtight freezer-safe containers for up to 2 months. Thaw overnight in the refrigerator before reheating.
Nutrition Nutrition information is estimated per serving. Calories: 690
Protein: 28 g
Carbohydrates: 76 g
Fat: 31 g
Saturated Fat: 17 g
Fiber: 5 g
Sugar: 10 g
Sodium: 760 mg

Step-by-Step Cooking Guide
How to Make Butternut Squash Mac and Cheese
- Preheat the oven to 425°F (220°C). Toss 2 cups cubed butternut squash with 1 tablespoon olive oil, 1/4 teaspoon salt, and 1/8 teaspoon black pepper. Spread the squash in a single layer on a rimmed baking sheet.
- Roast for 20 to 25 minutes, turning once halfway through, until the squash is very tender and lightly browned around the edges.
- Reduce the oven temperature to 375°F (190°C). Lightly grease a 9-by-13-inch baking dish if you have not already done so.
- Meanwhile, cook 1 pound elbow macaroni in a large pot of salted boiling water for about 2 minutes less than the package directions for al dente. Drain well and set aside.
- Transfer the roasted squash to a blender. Add 1 cup of the 3 cups whole milk and blend until completely smooth. Set aside.
- Melt 4 tablespoons unsalted butter in a large saucepan over medium heat. Whisk in 1/4 cup all-purpose flour and cook for about 1 minute, whisking constantly.
- Slowly whisk in the remaining 2 cups whole milk, followed by the blended squash mixture. Cook over medium heat for approximately 4 to 6 minutes, whisking frequently, until the sauce has thickened enough to lightly coat the back of a spoon.
- Reduce the heat to low. Stir in 1 teaspoon Dijon mustard, 1/2 teaspoon garlic powder, 1/4 teaspoon smoked paprika, 1/2 teaspoon salt, and 1/4 teaspoon black pepper.
- Remove the saucepan from the heat. Gradually stir in 3 cups shredded sharp cheddar and 1/2 cup finely grated Parmesan until completely melted and smooth.
- Add the drained macaroni to the cheese sauce and stir until every piece is evenly coated. Transfer the mixture to the prepared 9-by-13-inch baking dish and spread it evenly.
- For the topping, combine 1 cup panko breadcrumbs, 1/4 cup finely grated Parmesan, and 2 tablespoons melted unsalted butter. Sprinkle the mixture evenly over the pasta.
- Bake at 375°F (190°C) for 18 to 22 minutes, until the sauce is bubbling around the edges and the breadcrumb topping is golden brown.
- Remove the baking dish from the oven and let the mac and cheese rest for 10 minutes before serving. The sauce will thicken slightly while remaining creamy.

Tips for Best Results
Roast the squash until it is completely tender. Firm or undercooked pieces will be more difficult to blend into the silky consistency needed for the sauce.
Do not fully cook the macaroni before it goes into the baking dish. Stopping approximately 2 minutes before al dente helps prevent soft, overcooked pasta after baking.
Once the cheese is added, keep the sauce away from high heat. Excessive heat can cause cheese sauce to become grainy or oily. Removing the saucepan from the burner before stirring in the cheddar and Parmesan produces a smoother result.
If the sauce looks slightly loose before baking, that is expected. The pasta absorbs some moisture in the oven and the sauce thickens further during the 10-minute resting period.
Serving, Storage, and Helpful Notes
How to Serve This Recipe
Serve Butternut Squash Mac and Cheese warm after allowing it to rest for 10 minutes. The sauce should be creamy enough to coat the pasta generously while the top remains crisp and golden.
As a main course, pair it with a simple green salad, roasted broccoli, or steamed green beans. The fresh vegetables provide a useful contrast to the rich cheese sauce.
For a casual family meal, serve it directly from the baking dish. A light sprinkle of additional black pepper at the table complements the cheddar and roasted squash.

Storage, Reheating, and Variations
Store cooled leftovers in an airtight container in the refrigerator for up to 4 days. The sauce naturally thickens as it chills.
For individual portions, add a small splash of milk and microwave until hot, stirring partway through. Larger portions can be covered with foil and reheated at 350°F (175°C) for about 20 minutes, or until heated through.
The assembled mac and cheese can be prepared several hours ahead, covered, and refrigerated before baking. Let the dish sit at room temperature while the oven preheats, then bake as directed, allowing a few additional minutes if necessary.
For longer storage, freeze portions in airtight freezer-safe containers for up to 2 months. Thaw overnight in the refrigerator before reheating.
For a different pasta shape, medium shells or cavatappi can replace the elbow macaroni. Choose a sturdy shape that captures the creamy butternut squash cheese sauce, and keep the remaining ingredients and preparation method unchanged.
