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Butternut Squash Mac N’ Cheese

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It’s fall ya’ll and the seasonal recipes will be flowing through befilledup as we speak! Get excited! I absolutely love the fall season for all the reasons everyone else does: crisp weather, pumpkin picking, apple picking, pumpkin recipes, pumpkin coffee and tea, pumpkin candles, Halloween, and many, many more fall-ish things! What’s your favorite season? I think fall definitely wins for me but I do love me some summer time, too. Will Smith and I would get along well, I just know it.

So what fall recipe are you dying to make this year? I can say this was one I was looking forward to and was happy with the outcome! Again, I know you have heard me say this many of times, but Joe claims to not like butternut squash – he just thinks it’s weird – but he sure didn’t mind it in this dish…


Butternut Squash Mac N’ Cheese

Adapted from Two Peas and Their Pod Blog


  • 1 small butternut squash, peeled and chopped into cubes
  • 1 – 2 Tbsp olive oil
  • 1 garlic clove, minced
  • 2 cups milk, divided
  • 1/4 to 1/2 cup vegetable broth (as needed to thin butternut mixture)
  • 2 cups elbow macaroni
  • 3 Tbsp butter
  • 3 Tbsp flour
  • 1/8 tsp nutmeg
  • 1/4 tsp dried basil
  • 1/4 tsp garlic powder
  • 1 cup white cheddar cheese, shredded
  • 1 cup sharp cheddar cheese, shredded
  • 1 cup panko bread crumbs


  1. On baking sheet, place cubed butternut squash, drizzle with olive oil and minced garlic.
  2. Place in oven at 350F and roast for 30 minutes or until tender.
  3. Once tender, place in blender and add 1 cup milk and 1/4 cup to 1/2 cup broth, blend until smooth.
  4. In sauce pan, boil water according to box and cook elbow macaroni until al dente.
  5. Set macaroni aside, and in same sauce pan on medium heat, melt butter.
  6. Whisk in flour constantly until incorporated into butter, creating a paste.
  7. Add remaining 1 cup milk, nutmeg, basil and garlic powder and stir constantly for about 5 minutes or until thickened.
  8. Add butternut mixture to milk mixture and stir well.
  9. Add cooked macaroni to mixture and coat evenly.
  10. In 9 inch square casserole dish, pour half of macaroni mixture into dish.
  11. Layer 1/2 cup of both cheeses and 1/2 cup panko bread crumbs.
  12. Repeat layering with macaroni, cheese and finally bread crumbs.
  13. Bake 30 minutes on 350F or until golden brown on top.
  14. ENJOY!


About Lesley

I am a 29 year old Pennsylvanian who enjoys running, good eats, family and friends!

4 responses »

  1. Thanks! It is perfect for this time of year!

  2. Pingback: Perfect Pecan Pumpkin Muffins « be filled up

  3. Pingback: Mascarpone Butternut Squash Ravioli « be filled up

  4. Pingback: White Cheddar Crab Mac n’ Cheese « be filled up

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