Butternut Squash Mac and Cheese is the ultimate comfort food, reimagined with the sweet, nutty essence of roasted butternut squash. This isn’t just another pasta dish; it’s a creamy, dreamy culinary experience where tender pasta luxuriates in a rich, velvety butternut cheese sauce, perfectly complemented by crispy bacon crumbles. It’s a dish that warms the soul and delights the palate, making it an instant classic for any occasion, especially as the crisp air of fall sets in or during festive holiday gatherings.

The Ultimate Fall Comfort Food: Butternut Squash Mac and Cheese
If you’re a lover of classic mac and cheese, prepare for your taste buds to be utterly captivated! This decadent Butternut Squash Mac and Cheese offers a sophisticated twist on a beloved favorite, making it an excellent recipe to prepare for your family throughout the autumn months and straight into the festive holiday season. Imagine the cozy warmth of a hearty meal on a chilly evening, or the delightful addition to your holiday spread.
This versatile dish is perfect for a comforting family dinner or as a scrumptious side dish for any holiday gathering, from Thanksgiving to Christmas. Its vibrant color and irresistible flavor ensure that everyone, even the most discerning eaters, will be reaching for second helpings.
I once served this to my in-laws without revealing its secret ingredient. They thoroughly enjoyed what they believed was just a gourmet bacon mac and cheese. Their surprise and delight when I told them it was made with butternut squash was priceless! This anecdote perfectly illustrates why this recipe is fantastic for picky eaters or anyone looking to subtly introduce more vegetables into their diet without sacrificing flavor or indulgence. The squash blends seamlessly into the cheese sauce, adding a natural sweetness and creamy texture that elevates the dish to new heights.
Why You’ll Love This Butternut Squash Mac and Cheese Recipe
This recipe isn’t just about combining ingredients; it’s about crafting an experience. The addition of butternut squash not only enhances the flavor profile with its earthy sweetness but also boosts the nutritional value, adding vitamins and fiber to your meal. It’s a smart way to enjoy a rich, satisfying dish that feels wholesome at the same time. The creamy texture achieved by blending the squash into the sauce is unparalleled, creating a smooth consistency that perfectly coats every piece of pasta.
Furthermore, the crispy bacon crumbles offer a savory counterpoint to the sweetness of the squash and the richness of the cheese, providing a delightful textural contrast with every bite. This dish strikes the perfect balance between familiar comfort and gourmet innovation, making it a standout recipe that you’ll want to make again and again. Its simplicity in preparation belies its complex, satisfying taste, proving that healthy additions can be incredibly delicious.

Key Ingredients for Butternut Squash Mac and Cheese
The magic of this butternut mac and cheese lies in its carefully selected ingredients, each playing a crucial role in building layers of flavor and creating that signature creamy texture. The star of the show, of course, is the butternut squash, which transforms into a silky-smooth puree, infusing the sauce with its natural sweetness and vibrant color.
Here’s what you’ll need to create this extraordinary dish:
- Pasta: 1 lb mezzi rigatoni pasta or other short pasta (like elbow macaroni, shells, or fusilli). Short pasta shapes are ideal for cradling the rich cheese sauce.
- Bacon: 4 strips of your favorite bacon, plus the rendered grease from cooking. The bacon grease adds an incredible depth of smoky flavor to the sauce base.
- Butter: 2 tablespoons of salted butter. Butter contributes to the roux and provides a rich, buttery undertone to the sauce.
- Sage: 8 fresh sage leaves. Sage offers an aromatic, slightly peppery, and earthy note that pairs exquisitely with butternut squash and bacon.
- Garlic Paste: 2 tablespoons of garlic paste. Fresh garlic, finely minced, provides a pungent aromatic base that complements the other flavors.
- Flour: 2 tablespoons of all-purpose flour. This is essential for creating a roux, which thickens the cheese sauce to the perfect consistency.
- Butternut Squash: 1 lb cubed butternut squash. Opt for fresh, pre-cubed squash for convenience, or peel and cube a whole squash yourself.
- Broth: 2 cups of chicken broth or vegetable broth. This provides the liquid base for cooking the squash and forming the sauce.
- Dairy: 1 cup whole milk and 1 cup heavy cream. The combination of milk and heavy cream creates an incredibly rich and luxurious sauce.
- Cheeses: 2 cups shredded mild cheddar cheese and ½ cup finely grated parmesan cheese. Mild cheddar melts beautifully and offers a classic mac and cheese flavor, while parmesan adds a salty, nutty complexity.
- Spices: ½ teaspoon mustard powder, ½ teaspoon onion powder, 1 teaspoon salt (more to taste), and ½ teaspoon ground black pepper (more to taste). These spices enhance the savory notes and depth of the cheese sauce.
The sauce is then brought to life by blending all these savory ingredients with an immersion blender until it achieves its signature smooth and creamy texture. Finally, it’s tossed with perfectly cooked pasta and finished with those irresistible crispy chopped bacon pieces, creating a symphony of flavors and textures in every bite.
Step-by-Step: How To Make Butternut Squash Mac and Cheese
Creating this butternut squash mac and cheese is a straightforward process, broken down into simple, manageable steps to ensure a perfect, creamy result every time. Follow these instructions closely for a truly unforgettable meal.
-
Cook the Pasta: Begin by bringing a large pot of generously salted water to a rolling boil. Add your chosen macaroni or short pasta and cook according to package directions until it reaches the al dente stage, meaning it’s tender but still has a slight bite. Before draining, reserve about 1 cup of the starchy pasta water; this liquid can be used later to adjust the consistency of your cheese sauce if needed. Once cooked, drain the pasta and set it aside.
Meanwhile, in a large, deep skillet, cook the bacon over medium-high heat. Cook until it’s beautifully crispy and golden, which usually takes about 5 to 6 minutes. Once cooked, use tongs to transfer the crispy bacon strips to a paper towel-lined plate to drain, allowing the paper towels to absorb any excess grease. Crucially, leave the rendered bacon drippings in the skillet, as they will form the flavorful base for your sauce.

-
Infuse the Bacon Grease: Reduce the heat to medium-low. Add the two tablespoons of salted butter and the fresh sage leaves to the skillet with the reserved bacon grease. Cook this fragrant mixture for about 2 minutes, allowing the butter to melt and the sage to infuse its aromatic oils into the fat. This step adds an incredible depth of herbaceous flavor to your sauce.

-
Build the Roux: Carefully remove and discard the sage leaves from the skillet. Add the garlic paste to the infused butter and bacon grease mixture. Cook for 1 minute, stirring continuously to prevent the garlic from burning, which can turn bitter. Immediately after, sprinkle in the all-purpose flour. Continue to cook and stir for another minute, creating a smooth roux. This roux will act as the thickening agent for your luscious cheese sauce.

-
Simmer the Squash Sauce: Add the cubed butternut squash, chicken (or vegetable) broth, whole milk, heavy cream, mustard powder, onion powder, salt, and black pepper into the skillet. Increase the heat to medium-high and bring the mixture to a gentle simmer, stirring occasionally to combine all the ingredients thoroughly. Once simmering, reduce the heat to medium-low, cover the pan, leaving the lid slightly ajar to allow some steam to escape. Let it cook for 10 to 12 minutes, or until the butternut squash cubes are fork-tender. This ensures they will blend smoothly into the sauce.

-
Blend to Creaminess: Transfer the cooked squash mixture back into the large pasta pot you used earlier (or carefully pour it into a sturdy, heat-safe blender). Using an immersion blender directly in the pot, blend the mixture until it is completely smooth and creamy, with no visible chunks of squash. If you’re using a regular blender, work in batches, making sure not to overfill, and blend until velvety smooth. Be cautious when blending hot liquids.

-
Melt the Cheese: Return the smooth butternut squash puree to the skillet (if you transferred it to a blender). Add the shredded mild cheddar cheese and finely grated parmesan cheese. Stir continuously over low heat until both cheeses are fully melted and incorporated, creating a rich, glossy, and undeniably cheesy sauce. This usually takes about 3 to 5 minutes. Taste and adjust seasoning with more salt or pepper if desired.

-
Combine and Serve: Add the cooked and drained pasta directly into the pot with the glorious butternut cheese sauce. Stir gently to ensure every piece of pasta is thoroughly coated in the creamy, golden sauce. Take the reserved crispy bacon, chop it into small crumbles, and stir about half of it into the mac and cheese. Serve immediately, garnishing individual portions with the remaining crispy bacon crumbles for an extra burst of flavor and texture. Enjoy this magnificent comfort food!

Frequently Asked Questions:
What’s the healthiest macaroni and cheese?
While mac and cheese is inherently an indulgent dish, this butternut squash version offers a significant nutritional boost. It incorporates a generous amount of vitamin-rich butternut squash, adding fiber, Vitamin A, and Vitamin C that you wouldn’t find in a traditional recipe. So, while it’s not low-fat or low-calorie, it’s certainly a more nutrient-dense and “healthier” comfort food option compared to many others. It’s about balance and enjoying delicious food that also offers some goodness!
Can you freeze this dish?
Absolutely! This butternut squash mac and cheese freezes wonderfully, making it an ideal candidate for meal prep or saving leftovers. To freeze, simply place the cooled mac and cheese in a freezer-safe casserole dish, ensuring it’s tightly covered with aluminum foil or an airtight lid. When you’re ready to enjoy it, thaw the dish in the refrigerator overnight, then bake it in the oven at 350°F (175°C) until it’s heated through and bubbly, typically 20-30 minutes. You can also freeze just the butternut cheese sauce in a freezer bag or container after it has cooled completely, then thaw and combine with freshly cooked pasta later.
What can you serve this Butternut Mac and Cheese with?
This versatile dish can stand alone as a satisfying main course or complement other dishes as a delightful side. For a complete dinner, serve it alongside a crisp green salad with a light vinaigrette or some steamed green vegetables like asparagus or broccoli to balance the richness. It truly shines as a side dish for grand family meals, especially during holidays like Thanksgiving or Christmas. It pairs beautifully with roasted turkey, ham, or even a simple grilled chicken. Its creamy texture and savory-sweet flavor make it a crowd-pleaser on any festive table.
Can you make it vegetarian?
Yes, making this recipe vegetarian is incredibly easy! To adapt it, simply omit the bacon entirely. In place of the bacon grease, you can use an additional 2 tablespoons of salted butter or a good quality olive oil to cook the sage and create the roux. Ensure you use vegetable broth instead of chicken broth as well. The flavors of the butternut squash, sage, and cheese are robust enough to carry the dish beautifully on their own, offering a delicious meat-free alternative that everyone will adore.

Creative Substitutions & Variations:
While this recipe is perfect as written, don’t hesitate to customize it to your taste or what you have on hand. Mac and cheese is wonderfully forgiving, and these variations can make it uniquely yours:
- Elevate the Cheese: This recipe calls for mild cheddar, but for those who prefer a more assertive cheese flavor, feel free to use sharp cheddar cheese, or even extra sharp cheddar. A blend of Gruyere, fontina, or even a smoked Gouda can also add incredible depth and sophistication to the sauce.
- Seasoning Adjustments: The beauty of cooking is tailoring flavors to your preference. Feel free to adjust the amounts of salt, pepper, mustard powder, and onion powder to taste. Consider adding a pinch of nutmeg for a classic French touch with cheese sauces, or a dash of smoked paprika for extra warmth and color. A touch of cayenne pepper can also introduce a subtle, delightful heat.
- Pasta Perfection: While mezzi rigatoni or elbow macaroni are traditional choices, nearly any short pasta shape will work beautifully. Consider shells (conchiglie) for their ability to scoop up the sauce, fusilli for its spiraled texture, or orecchiette, which resembles small ears and holds sauce wonderfully. Gluten-free pasta can also be used; just follow the package instructions carefully, as cooking times can vary.
- Add Veggies: Boost the nutritional content and flavor even further by stirring in some roasted broccoli florets, sautéed spinach, or caramelized onions just before serving.
- Herb Alternatives: If fresh sage isn’t available, a pinch of dried sage can be used, though fresh is always preferred for its vibrant aroma. Thyme or rosemary could also offer a different, yet complementary, aromatic profile.

More Delicious Squash Recipes:
If you’re now a fan of the versatility of squash, here are more inspiring recipes to explore, showcasing this wonderful ingredient in various delightful forms:
- Butternut Squash Soup with Sausage and Kale – A hearty, warm, and satiating meal perfect for chilly winter days, packed with flavor and nutrients.
- Butternut Squash Noodles with Sage Cream Sauce – A fantastic low-carb alternative, where tender butternut squash replaces traditional pasta noodles, bathed in a rich, aromatic sage cream sauce.
- Roasted Winter Squash with Brown Butter and Sage – This simple yet elegant dish brings out the best in winter squash, with an infusion of nutty brown butter and fragrant sage, ideal for fall dining.
- Roasted Delicata Squash – An incredibly easy and delicious side dish, seasoned with a hint of cinnamon and brown sugar, making it perfect for both sweet and savory palates.
- Spaghetti Squash – Discover the best way to prepare this delightful and healthy substitute for traditional spaghetti, offering a light yet satisfying meal option.
Let’s Connect!
If you’ve tried this delightful Butternut Squash Mac and Cheese recipe, we would absolutely love to hear from you! Please let us know how you liked it in the comments section below and don’t forget to leave a star rating. Your feedback helps us and other home cooks!
Also, be sure to tag us – @sugarandsoulco – on Instagram and Pinterest with your beautiful photos of this dish, or join our Sugar & Soul Show-offs Community on Facebook to share your culinary creations and participate in our exciting recipe challenges! We can’t wait to see your delicious results!

Butternut Squash Mac and Cheese
Author: Rebecca Hubbell
Course: Dinner, Main Course, Side Dish
Cuisine: American
Prep Time: 5 minutes
Cook Time: 30 minutes
Total Time: 35 minutes
Servings: 8 people
Butternut Squash Mac and Cheese is a comfort food favorite with an infusion of sweet, buttery squash! Pasta is drenched in a creamy and delicious butternut cheese sauce and topped with bacon crumbles.
Ingredients
- 1 lb mezzi rigatoni pasta or other short pasta
- 4 strips bacon plus grease from cooking
- 2 tablespoons salted butter
- 8 sage leaves
- 2 tablespoons garlic paste
- 2 tablespoons all-purpose flour
- 1 lb cubed butternut squash
- 2 cups chicken broth or vegetable broth
- 1 cup whole milk
- 1 cup heavy cream
- 2 cups shredded mild cheddar cheese
- ½ cup finely grated parmesan cheese
- ½ teaspoon mustard powder
- ½ teaspoon onion powder
- 1 teaspoon salt (more to taste)
- ½ teaspoon ground black pepper (more to taste)
Instructions
- Bring a large pot of salted water to a boil and cook the pasta according to the package directions for al dente. Reserve 1 cup of pasta water.
- Meanwhile, in a large deep skillet, cook the bacon over medium-high heat until fully cooked, about 5 to 6 minutes. Transfer the bacon to a paper towel-lined plate and leave the bacon grease in the pan.
- Reduce heat to medium and add the butter and sage leaves to the pan with the bacon grease and cook for 2 minutes.
- Discard the sage leaves and add in the garlic paste and cook for 1 minute, stirring continuously so you don’t burn the garlic.
- Add in the flour and cook for 1 minute until the mixture has thickened, stirring frequently.
- Add in the butternut squash, chicken broth, milk, heavy cream, mustard powder, onion powder, salt, and black pepper and cook until the mixture reaches a simmer. Reduce the heat to medium-low and cover the skillet and continue to cook for 10 to 12 minutes until the butternut squash is tender, stirring occasionally.
- Use an immersion blender to blend the mixture right in the pan OR you can very carefully transfer the mixture to a blender and blend until smooth.
- Once blended, add in the cheddar and Parmesan cheeses and stir until melted, about 3 to 5 minutes.
- Add the cooked and drained pasta and the butternut cheese sauce into a large pot and stir to combine.
- Chop the bacon into small pieces and stir into the pasta and serve immediately.
Notes
- To make this dish vegetarian, use vegetable broth and omit the bacon. Increase the butter to 4 tablespoons to make up for the loss of the bacon grease.
- Half and half may be used in place of the milk and heavy cream.
- Sage can be added back in after cooking if desired for a stronger flavor.
- Use reserved pasta water to loosen up the sauce if desired, adding a tablespoon at a time until the desired consistency is reached.
- To Freeze: Place the cooled mac and cheese in a freezer-safe casserole dish and cover tightly with foil. When you’re ready to eat, thaw it in the fridge and bake in the oven until warm. You can also just freeze the sauce in a freezer bag after cooling, then reheat and combine with fresh pasta.
Nutrition
Calories: 583kcal | Carbohydrates: 55g | Protein: 21g | Fat: 31g | Saturated Fat: 18g | Cholesterol: 93mg | Sodium: 910mg | Potassium: 506mg | Fiber: 3g | Sugar: 5g | Vitamin A: 6933IU | Vitamin C: 17mg | Calcium: 381mg | Iron: 2mg
Did You Make This Recipe?
Don’t forget to share it with me on Instagram @sugarandsoulco and follow on Tiktok @sugarandsoulco and Pinterest @sugarandsoulco for more!
Pin Recipe
Share Recipe
Adapted from Gimme Some Oven.






