Butternut Squash Mac and Cheese

Creamy, cheesy, and full of cozy fall flavors, this butternut squash mac and cheese is comfort food with a twist! It’s warm, gooey, and packed with goodness. I love how the butternut squash melts right into the cheese sauce and gives it that golden glow.
Perfect for a weeknight dinner or a holiday side, it’s a dish the whole family will dig into. It’s simple, hearty, and super satisfying. Plus, it sneaks in a veggie without anyone complaining—total win!
Why You’ll LOVE This Mac and Cheese
This creamy twist on a classic is one of my all-time favorite cozy dishes. It’s smooth, cheesy, and oh-so-satisfying.
- Sneaky Veggies: Butternut squash blends right in with the cheese, adding vitamins and a pretty golden color.
- Kid-Approved: Even picky eaters love this. They won’t even know there’s squash!
- Simple Ingredients: You probably already have most of the stuff in your kitchen.
- Cozy Vibes: It’s like a warm hug in a bowl—great for chilly nights.
- Versatile: Works great as a side or a main. Add chicken or veggies!

Ingredients You’ll Need
This dish uses everyday ingredients you’ll find at home or any store. Check the recipe card below for exact amounts.
- Butternut squash: Sweet, nutty, and gives a creamy, rich texture when blended.
- Olive oil: Helps roast the squash until it’s golden and tender.
- Kosher salt and pepper: Brings out all the rich, cheesy flavors.
- Elbow macaroni: Classic, tender pasta that soaks up the cheesy sauce perfectly.
- Milk: Makes the sauce silky smooth—use part during blending and part while cooking.
- Butter: Adds a deep, rich flavor and helps thicken the sauce.
- Flour: A simple thickener for the cheesy, creamy sauce.
- Ground nutmeg: Just a tiny pinch brings out the cozy fall flavors.
- Fresh chopped rosemary: Adds a pop of herby goodness—totally worth it!
- Aged white cheddar cheese: Melts like a dream and brings sharp, tangy flavor.
- Sharp cheddar cheese: Brings that classic mac and cheese taste we all love.
- Whole wheat breadcrumbs: Toasty topping with a crunchy bite.
How to Make Butternut Squash Mac and Cheese?
This recipe is a total breeze and comes together in a few simple steps. Here’s how to do it!
Step 1: Roast the Butternut Squash
Toss 2 cups of chopped squash with 1 tablespoon of olive oil, salt, and pepper. Roast on a baking sheet at 400°F for 25 minutes using your oven until tender and golden.
Step 2: Cook the Pasta
Bring a large pot of salted water to a boil. Boil 8 ounces of elbow macaroni until al dente. Drain it using your colander and set it aside.

Step 3: Blend the Squash
Place the roasted squash and 1/2 cup of milk into your food processor or blender. Blend until smooth and creamy—this is the velvety base for the cheese sauce.
Step 4: Make the Cheese Sauce
Melt 2 tablespoons of butter in a large skillet over medium heat. Add 2 tablespoons of flour and whisk for 1 minute. Slowly pour in 1 1/2 cups milk, then stir in the squash puree, 1/4 teaspoon nutmeg, and 1 teaspoon rosemary. Add 1 cup aged white cheddar and 1 cup sharp cheddar and whisk until melted and smooth.
Step 5: Combine and Bake
Add the cooked pasta to the cheese sauce and stir well. Pour everything into a greased 2-quart casserole dish. Sprinkle 1/4 cup whole wheat breadcrumbs on top. Bake in the oven at 375°F for 20 minutes until golden and bubbling.

Tips for the Best Butternut Squash Mac and Cheese
Want creamy, cheesy perfection every time? Here’s how:
- Don’t overcook pasta: Slightly undercooked pasta keeps its shape when baked.
- Use freshly shredded cheese: Pre-shredded cheese doesn’t melt as smoothly.
- Blend squash until silky: No one wants lumps! Get that sauce super smooth.
- Season well: Taste the sauce before baking and adjust salt and pepper.
- Top with toasted breadcrumbs: Adds an extra layer of crunch and flavor.
- Add a cheese mix: Combining cheddar with a little gouda or mozzarella is SO GOOD.
Variations and Substitutions
There’s more than one way to make this delicious dish your own!
- Make it gluten-free: Use GF pasta and breadcrumbs.
- Add protein: Stir in cooked chicken, ground turkey, or bacon.
- Go spicy: Add a pinch of cayenne or diced jalapeño.
- Try different cheeses: Gruyère or gouda adds a fun twist.
- Make it vegan: Use plant-based milk, cheese, and butter.
Make-Ahead and Storage Tips
Want to prep ahead? You totally can! Make the cheese sauce and cook the pasta the day before. Mix and refrigerate in your casserole dish (covered) up to 2 days ahead. When ready, bake straight from the fridge at 375°F for 30–35 minutes until hot and bubbly.
Got leftovers? Store them in an airtight container for up to 4 days in the fridge. Reheat in the microwave or oven with a splash of milk to bring back the creaminess. It also freezes well—just thaw overnight in the fridge and warm it up!
Recipe FAQs
Can I use frozen butternut squash?
Yes, frozen squash works great! Just steam or roast it until soft before blending. It saves time and tastes just as sweet and smooth.
How can I make it more creamy?
Add more milk or a splash of cream while mixing the sauce. Also, blend the squash really well—it makes all the difference!
What pasta shapes work best?
Elbow macaroni is a classic, but shells, penne, or cavatappi are super fun and hold the sauce perfectly.
Can I add extra veggies?
Totally! Try peas, spinach, or roasted cauliflower. They blend right in and give the dish more texture and flavor.
Is this good for kids?
Absolutely! It’s cheesy, smooth, and secretly healthy. Most kids won’t even notice the squash.
Can I make this ahead?
Yes, you can prep and store it in the fridge for up to 2 days. Bake it fresh for that bubbly, golden top.
What’s a good topping idea?
Breadcrumbs with parmesan, chopped fresh herbs, or even crispy bacon. Adds extra crunch and flavor.
How do I store leftovers?
Use an airtight container. Reheat with a splash of milk to bring back that creamy texture.
Can I freeze this dish?
Sure! Freeze after baking. Let it cool, wrap tightly, and freeze for up to 2 months. Thaw and reheat in the oven.

Butternut Squash Mac and Cheese
Ingredients
- 2 cups butternut squash (peeled, seeded, and chopped)
- 1 tablespoon olive oil
- 1/2 teaspoon kosher salt
- 1/4 teaspoon black pepper
- 8 ounces elbow macaroni
- 2 cups whole milk (divided)
- 2 tablespoons butter
- 2 tablespoons all-purpose flour
- 1/4 teaspoon ground nutmeg
- 1 teaspoon chopped rosemary
- 1 cup aged white cheddar cheese shredded
- 1 cup sharp cheddar cheese shredded
- 1/4 cup whole wheat breadcrumbs
Instructions
- Roast the squash: Toss the squash with olive oil, salt, and pepper. Roast at 400°F for 25 minutes until golden and soft.
- Cook the pasta: Boil macaroni in salted water until al dente. Drain and set aside.
- Make the squash puree: Blend roasted squash with 1/2 cup milk until smooth.
- Create the cheese sauce: Melt butter in a skillet. Add flour and whisk 1 minute. Slowly add remaining milk, squash puree, nutmeg, and rosemary. Stir in cheeses until melted.
- Mix and bake: Stir pasta into sauce. Pour into a greased 2-quart dish. Top with breadcrumbs. Bake at 375°F for 20 minutes until bubbly.
Notes
- Roast squash early to save time later in the recipe—makes prep feel like a breeze!
- Shred your cheese fresh at home so it melts better and gives the sauce an extra creamy texture.
- Stir in just a splash of milk while reheating leftovers to bring back that smooth, rich creaminess.
- Keep blending the squash until it’s silky smooth—no one wants chunks in their cheese sauce!
- Sprinkle fresh herbs or crispy fried onions on top for a fun, tasty crunch and flavor pop.