Butternut Squash Macaroni & Cheese

I’m nesting. Not in the typical bootie-knitting, floor-scrubbing, nursery painting way – but in the food way.

Pretty much every time I cook, I make enough to feed 18 people, and squirrel meals away in the freezer for future Jenn to appreciate. There’s enough gas potential in the amount of beans I’ve frozen in burrito-format to launch a spacecraft.

Everything else is fairly pasta-centric – lasagna, casseroles, and this macaroni and cheese.

Everyone – mostly people I don’t know – seems to think a baby bump is an invitation for one particular piece of unsolicited advice, which is, “Get lots of sleep now! ‘Cause you won’t get any for a long, long time!”.

Why, every stranger in the coffee shop, do you feel the need to impart that useless piece of counsel on an achy, nauseous, hormonal pregnant chick?

You can’t actually stock up on sleep. It’s not very useful advice. There’s a 92% chance I go totally bananas on the next person to tell me this.

I’ve resolved to only say warm, positive, encouraging things to moms-to-be. Join me?

In any case, as nutritional insurance against this zombie state that has been predicted for my future by so many helpful strangers, I’m doing my best to load everything up with vegetables, in case I’m less inclined to toss a side salad when – *cue dramatic movie trailer voicesleep comes to an end (dun dun dun).

Butternut squash totally disappears into creamy mac and cheese. I think I could have even doubled the amount I used. It adds a nice orange colour, too – nice, since homemade mac and cheese can often look a bit anemic.

I used strong aged cheddar, and it was delicious. I am sure gruyere mixed in there would be incredible.

I jazzed up the topping a bit with lemon zest and fresh parsley, and it really made the dish sing. This recipe can easily be doubled or tripled if you feel like filling your freezer!


  • 3/4 lb (340 g) penne or elbow macaroni
  • 4 tbsp butter
  • 1/2 medium onion, finely chopped
  • 1 clove garlic, minced
  • 4 tbsp flour
  • 2 1/2 cups milk
  • 10 ounces (2 1/2 cups) shredded cheddar cheese, or a combination of cheddar and gruyere
  • 1 cup cooked, pureed butternut squash (see cooking note above), from 1/2 medium squash
  • 1/8 tsp nutmeg
  • 1/8 tsp pepper
  • salt, to taste

For topping

  • 1 cup fresh breadcrumbs or panko
  • 2 tbsp minced fresh parsley (or 1 tsp dried)
  • 1 tsp lemon zest, optional
  • 2 tbsp melted butter
  • 1/2 cup (2 ounces) shredded cheddar cheese


  1. Preheat oven to 375 degrees.
  2. Cook pasta in a large pot of salted, boiling water until al dente (for elbow macaroni, that’s about 7 minutes, for penne, more like 10). Drain and set aside.
  3. Meanwhile, melt butter in a large saucepan over medium heat. Add onion and cook until softened, about 3 minutes. Add garlic and cook 30 seconds. Add flour and cook, stirring constantly, 1 minute. Gradually whisk in milk, a bit at a time.
  4. Bring sauce to a boil over medium-high heat, then reduce to low and cook until thickened slightly, about 5 minutes.
  5. Add shredded cheese, whisking until smooth. Whisk in butternut squash puree, nutmeg, pepper, and salt to taste. Add pasta to the sauce and stir to evenly coat. Transfer pasta to a buttered 2 quart (2 litre) baking dish.
  6. In a medium bowl, combine all topping ingredients and sprinkle evenly over pasta. Transfer dish to oven and bake until topping is golden and sauce is bubbling at edges, about 20 minutes.

Last Updated on April 19, 2013 by Jennifer Pallian BSc, RD

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Andrea Wages
Andrea Wages
4 years ago

My boyfriend actually made this, we drew straws.&#160 He was skeptical that something with just carrots and onions (I clarified there was ginger, cumin and pepper too) would taste good.&#160 He was pleasantly shocked and went back for several servings.&#160 He enjoyed his without yogurt, I with yogurt and it was fantastic.&#160 A must have in this house, especially on days that my braces hurt and I cant eat anything else!

Thanks for such great recipes!

Cheeku Bhasin
Cheeku Bhasin
4 years ago

A wonderful post and pictures. I have posted a link to it on my own recipe for spiced carrot and ginger soup. Do take a look when you have a chance. I have also recently published a cookbook on healthy Indian food.
Best wishes,

Cheeku Bhasin

Brenda @ a farmgirl's dabbles
Brenda @ a farmgirl's dabbles
4 years ago

Mmmm…I love carrots and ginger together…and with a little yogurt? Yum!

Daubioulle chantal
Daubioulle chantal
4 years ago

qui fait de si jolies photos ?

Isabelle F.
Isabelle F.
4 years ago

The soup looks amazing, and I really love your nails!! &#160 I think it’s nice to put a bit of yourself into the photos, it doesn’t always have to be serious…&#160 Can’t wait to try this recipe 🙂

Unhip Squirrel
4 years ago

Love the look of your soup and your manicure Jenn! Carrots and ginger are such a winning combination.

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