Roasted Butternut Squash Skillet Mac N’ Cheese

Bring all the flavors of fall to your Thanksgiving table with this seasonal side dish. Pureed, roasted squash is folded into the creamy cheese sauce and topped with irresistible sage breadcrumbs.

30 min
Prep Time
100 min
Cook Time


  • 1 large butternut squash
  • 2 tablespoons olive oil
  • 1 pound elbows or shells
  • Kosher salt
  • 4 tablespoons Crystal unsalted butter
  • ¼ cup all-purpose flour
  • 3 cups Crystal whole milk
  • 1 pinch of ground nutmeg
  • ½ teaspoon freshly ground pepper
  • 12 ounces white Cheddar cheese, grated
  • 6 ounces gruyère, grated
  • 1 cup panko breadcrumbs
  • 4 tablespoons Crystal melted butter
  • ½ teaspoon fresh thyme leaves or finely chopped sage leaves

Products used

  • Whole Milk

  • Unsalted Butter


  • Step 1

    Preheat the oven to 375º F. Cut squash in half lengthwise and remove the seeds. Place on an aluminum foil lined baking sheet and drizzle with olive oil. Bake until soft and cooked through, about 1 hour. Set aside until cool enough to handle. Using a spoon, scoop out the soft flesh of the squash and place into a blender or food processor. Purée until smooth. Increase oven temperature to 425º F.
  • Step 2

    Cook pasta in a large pot of salted boiling water until just al dente. Drain and set aside.
  • Step 3

    Meanwhile, heat butter in a large pot over medium heat. Whisk in flour and cook, whisking constantly, until the flour is foamy and light golden brown, about 3-4 minutes. Slowly whisk in milk to avoid clumping. Add nutmeg and black pepper and bring to a simmer, whisking constantly until the sauce coats the back of a spoon.

  • Step 4

    Add grated cheeses and whisk to blend until the cheese is completely melted. Stir in cooked pasta and season to taste with salt.
  • Step 5

    To make the topping, combine bread crumbs, melted butter and thyme leaves in a medium bowl. Season with salt and pepper and, using your hands, mix well to ensure the bread crumbs are evenly coated.
  • Step 6

    Transfer the macaroni, pureed squash, and cheese mixture to a 9 x 13 baking dish or large cast iron skillet and scatter bread crumbs evenly over the top. Place onto a foil lined the baking sheet to catch any cheese drippings and bake until macaroni and cheese is bubbling and bread crumbs are evenly golden brown, 25 to 30 minutes. Let cool slightly before serving.