Butternut Squash Mac & Cheese

Butternut Squash Mac & Cheese

Ever heard the expression, “you can’t put 10 lbs of shit into a 5 lb bag”? In case you hadn’t already guessed, that phrase accurately describes my life.

Butternut Squash Mac & Cheese | Confessions of a Midnight Baker

Although now that I’m thinking about it, maybe that was just something my dad said to my mom (and me) and not actually a phrase people said in real life… I never considered that before. and am now I’m just sitting here questioning my entire childhood…

In any case, it’s accurate. Usually it’s me trying to fit all of my workout clothes into just one dresser drawer. Or trying to squeeze 12 hours worth of activities into 4 hours of free time. Or, in this very specific case, trying to cook a pound of pasta into a pot that’s two sizes too small.

Every. Single. Time. (and no, Peter – I will never, ever learn).

Butternut Squash Mac & Cheese | Confessions of a Midnight Baker

Every time I make pasta (hereby referred to as ‘macaroni’ going forward, because the word ‘pasta’ makes my Italian mouth ache), I have to switch pots halfway through. It’s like clockwork. I fill up a (small-ish) pot with water, let it boil, add the macaroni and stare at it for a solid 90 seconds. Then, once I resign myself to the fact that the pot is legitimately going to overflow once the macaroni starts to cook, I dump it all suuuper carefully into a bigger pot to finish doing it’s thang.

And then wipe up the boiling water I just spilled everywhere.

Butternut Squash Mac & Cheese | Confessions of a Midnight Baker

Don’t be like me, friends. Just choose an appropriately sized pot the first time around! I promise, it’s just as easy to clean a small pot as it is a large one. At least that’s what my mom and I remind each other every time we watch the other pull out the smallest pot available to cook macaroni (or anything, really).

Also, current ‘pot’ word count: NINE. It’s like I only have seventeen words in my vocabulary, sheesh.

Anyway, onwards! This recipe… is… so good. It’s been in my rotation for at least five years now — or whenever Jessica first posted it (2012, I just checked. good guess, Talia!).

As you probably already know, fall is my favorite food season, and I look forward to my first butternut squash recipe each year almost as much as I look forward to Christmas. This is, hands down, my favorite butternut squash recipe — to be enjoyed well into the late winter… slash early spring. And did you notice that I just called this a favorite?! That is a BIG DEAL coming from someone who is terrible at choosing their favorite anything, so please just let that sink in for a moment.

Butternut Squash Mac & Cheese | Confessions of a Midnight Baker

When I first made this butternut squash mac & cheese, the trick was making it dairy-free so that Peter could enjoy it with me (and my mom). Easy peasy – after months of testing and research, we learned that almond milk was the perfect non-dairy milk substitution, and that Cabot cheese could take the place of anything that called for cheese. DUNZO! We lived happily ever after with my new-found recipe alterations.

…until my body decided recently that gluten was a no-go.

Lucky for me, my general tardiness to absolutely everything in life actually worked out in my favor for once! Dietary restrictions are SO common now, and it’s not hard to find gluten-free alternatives for all of your favorite foods.

I mention it in the recipe below, but Aleia’s is my favorite brand of GF breadcrumbs — though my mom swears by Gillian’s (which is also good, I’m not a hater). And because I’m obsessed with all things Trader Joe’s, I must suggest their organic quinoa and brown rice fusilli — it’s so much better than their brown rice macaroni. I highly recommend you stock up. After all, once you make your first butternut squash mac & cheese, there ain’t no turning back!

Butternut Squash Mac & Cheese
Prep Time
Cook Time
Total Time
Yield: 4-6 servings
  • 12 oz pasta (of your choice)
  • 1 butternut squash, peeled and diced
  • ½ teaspoon nutmeg
  • ½ teaspoon paprika
  • sea salt & freshly ground pepper
  • ¾ cup chicken stock
  • 1 cup milk (of your choice)
  • 1½ cup shredded cheese (of your choice), divided
  • ¼ cup breadcrumbs
  1. Preheat oven to 375 degrees F. Boil water for pasta and cook according to directions on the box (or bag).
  2. While the pasta is cooking, heat a large (read: LARGE) skillet over medium heat; add olive oil. Once hot, add squash, nutmeg, paprika, salt & pepper. Stir well, add chicken stock and cover. Cook 20 to 25 minutes, stirring occasionally until squash is soft and cooked through.
  3. Turn to heat down to low. Mash squash with either a fork or a potato masher to desired consistency (I like when there are still small chunks of butternut squash remaining).
  4. Add milk and 1 cup of cheese, stirring to incorporate. Simmer for 5 to 10 minutes, stirring often, until mixture starts to thicken. Taste and add more spices as desired.
  5. Fold in cooked pasta. Top with remaining cheese and breadcrumbs (see Notes).
  6. Bake for 15 minutes or until bubbly and starting to turn golden brown. Broil for 1 to 2 minutes on high for an extra golden brown topping, if desired.
Notes / Variations
GLUTEN FREE: to keep this recipe gluten-free, choose a GF pasta -- my favorites include Trader Joe's quinoa & brown rice fusilli, Banza shells and Barilla GF elbows. Also, be sure to use a GF breadcrumb as well -- I always have Aleia's plain gluten-free breadcrumbs on hand.

DAIRY FREE: to keep this recipe dairy-free, use your favorite non-dairy milk -- mine happens to be my homemade almond milk. For cheese, I primarily use Cabot cheese since (almost) all of their products are naturally lactose-free - they have a lot of different varieties to choose from!

Flavor boosting tip: before topping your mac & cheese with the breadcrumbs, try toasting them first! Melt 1 tablespoon of olive oil, butter or ghee in a small skillet over medium-low heat; add breadcrumbs and stir frequently until golden brown.

Extra tricks
- Add in 2 cups cooked chicken before baking for an extra boost of protein.
- To get the most flavor out of the butternut squash, roast on 400 degrees F for 30-35 minutes instead of cooking stove top. Add to the skillet once roasted and then follow the directions as is starting with mashing.
- I typically use a 14-inch skillet for this recipe. If you don't have a skillet that large, you can certainly use a smaller skillet, just be mindful of what how much pasta you are using (the Trader Joe's bags I buy are only 12 oz, though normal boxes are 16 oz). Otherwise, cook the squash and make your cheesy sauce in a large skillet, and then transfer it to a large casserole dish along with the pasta and bake.

Recipe from: How Sweet It Is | Butternut Squash Shells and Cheese Skillet
Nutrition Information
Serving Size: 1 cup Calories: 382 Fat: 14.1g Carbohydrates: 59.3g Sugar: 3.7g Sodium: 286mg Fiber: 3.6g Protein: 7.8g

andddd I just realized that I have a big ol’ butternut squash sitting in my fridge right now. JACKPOT!

Confessions of a Midnight Baker

5 thoughts on “Butternut Squash Mac & Cheese

  1. Okay, so first, I have never heard that “saying” about the 10 lbs of shit, but somehow just KNEW that it came from your dad! Second…this looks amazing. Would anyone else in my family eat it? Maybe not. But if I ever start eating carbs again (yes, even gluten free carbs), I will try it! Speaking of squash, I forgot to tell you that I did try the sausage & apple stuffed acorn squash a while ago and it was the bomb!! Thanks for all the great ideas! xo

    1. Of COURSE it’s a Carmen saying! I haven’t the slightest idea where he heard it, but I can promise you he did NOT make it up himself 😂 and I bet you could make (or buy) sweet potato ‘noodles’ and use those in place of macaroni! or even spaghetti squash… because there’s no such thing as too much squash 😉 so happy you loved the acorn suqash recipe! I’ll keep the ideas flowing – and try to come up with creative alternatives for carbs!!

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