Extra creamy butternut squash mac and cheese is your answer to a satisfying fall and winter weeknight meal. This wholesome & satisfying dinner recipe is meat-free, full of flavor, and makes excellent leftovers! I love using Gruyère cheese and shell-shaped pasta (conchiglie). Kale adds a nutrition punch, but feel free to skip it if desired.

You’ve probably heard of macaroni and cheese made with a cheesy butternut squash sauce before. I was never convinced that sauce, made primarily from a winter squash, could produce the same comforting appeal that classic mac and cheese sauce does.
Squash, you will never be cheese.
However. This sauce is unlike anything I’ve ever had before. It’s different! It’s exquisite! All you taste is a wonderfully creamy, cheesy, garlicky sauce that has a light sweetness with plenty of flavor. Pureed butternut squash replaces the need for endless cups of cheese, butter, and cream. It’s magic… and it just works.
Pour this scrumptious sauce over pasta tossed with kale (if you wish!), and you have a perfectly satisfying fall season meal. It’s also a favorite Thanksgiving menu item served alongside cranberry sauce, sweet potato casserole, and soft dinner rolls. 🙂

This Butternut Squash Mac and Cheese Is:
- Packed with veggies
- Incredibly flavorful with squash, Gruyère cheese, garlic, and a dash of nutmeg (trust me on that one!)
- Creamy & comforting
- Delicious as leftovers
- Freezer-friendly (see recipe Note)
- A healthier alternative to regular mac and cheese
If you love butternut squash, I have a feeling this butternut squash & mushroom puff pastry tart is right up your alley. Fabulous fall and winter appetizer!
Here’s What You Need:

All pretty basic ingredients, right? Note that I forgot the nutmeg in the photo!
Let me walk you through the steps so when it’s your turn to make this dish, you have all the knowledge to make it the best it can be. The first thing you’ll need to do is peel and cube the butternut squash. You need about 4 cups cubed, which is about 1 large or 2 small squash. After you cube the squash, you have to soften it. This next step is important.
My Trick for Making the Butternut Squash Cheese Sauce
Boil, then simmer the squash with milk, vegetable or chicken broth, and garlic. I usually use skim or 1% milk, but any milk (dairy or nondairy) works. Boiling all of these together, instead of boiling the squash in just plain water, is my trick to really infuse the squash with flavor.
All of these ingredients make the base for the cheesy butternut squash sauce.

Meanwhile, prepare the pasta. Cook the pasta just until al dente—or when the pasta is still a little firm. Add the kale (optional) and cook for another minute or two. Drain the pasta and kale, then set aside.

At this point, the butternut squash is fork-tender. Puree the squash mixture (squash and all of the garlic/liquid) in a blender or food processor with a little Greek yogurt, salt, and pepper.

Pour the puree into a very large bowl and stir in the cheese.

What Cheese Do I Use for Butternut Squash Mac & Cheese?
The sauce gets a lot of flavor from the butternut squash and garlic, but the cheese is important, too. Don’t skimp on quality here; go for a nice flavorful cheese like extra sharp white cheddar, smoked gouda or, my favorite, Gruyère. Grate it with a box grater, so it’s soft and fresh. (I love this particular cheese grater.)
Add the pasta. Stir the pasta/kale into the cheese sauce, and then pour everything into a large baking dish. Top with breadcrumbs and an extra sprinkle of cheese, if desired. Any 9×13-inch or 3- to 4-quart baking dish works here.

Bake for about 25 minutes or until bubbly on the sides. That’s it! As soon as it comes out of the oven, I like to add an extra sprinkle of cheese on top, along with freshly ground black pepper and fresh thyme. All of these extra garnishes are optional.

Other Topping Options
I usually top this butternut squash macaroni and cheese with breadcrumbs and extra cheese before baking, but other tasty options include pepitas (pumpkin seeds), cooked and crumbled bacon, or pine nuts. Have fun with it!
Think of regular mac and cheese, but with a flavorful upgrade. Enjoy slightly sweet butternut squash, a pinch of nutmeg, lots of garlic, and a rich earthy, nutty flavor from Gruyère cheese.
This is a great question! I usually keep the side dishes light, since this is a hearty pasta dish. A simple side salad is all you need, or try steamed green beans, or roasted broccoli.
I love adding a couple big handfuls of kale to this dish, and it’s easy to boil it right in the same pot with the pasta. You can certainly skip it completely, or replace it with chopped broccoli or fresh baby spinach.
Yes, you can stir in a couple cups of cooked chicken, cooked ground beef or turkey, or sliced chicken sausage along with the cooked pasta and sauce.
This recipe is NOT vegan. If you’re looking for a vegan fall dinner recipe, I think you’ll adore this pumpkin chili. It’s unbelievably flavorful, extra hearty, and super satisfying. Readers have loved it.


Comforting Dinner Recipes

Creamy Butternut Squash Mac and Cheese
- Prep Time: 45 minutes
- Cook Time: 25 minutes
- Total Time: 1 hour, 10 minutes
- Yield: serves 9-10
- Category: Dinner
- Method: Cooking
- Cuisine: American
Description
Extra creamy butternut squash mac and cheese is your answer to a satisfying fall and winter weeknight meal. This wholesome & satisfying dinner recipe is meat-free, full of flavor, and makes excellent leftovers! I love using Gruyère cheese and shell-shaped pasta (conchiglie). Kale adds a nutrition punch, but feel free to skip it if desired.
Ingredients
- 4 cups (about 560g) peeled and cubed butternut squash (about 1 large or 2 small squash, or 1 lb 4 oz)
- 1 and 1/4 cups (300ml) vegetable broth or chicken broth (low sodium is fine)
- 1 and 1/4 cups (300ml) milk*
- 3 cloves garlic, minced
- 1 pound uncooked small/medium pasta shells (or any shape/variety)
- 1–2 cups (70–140g) roughly chopped kale, stems discarded (optional)
- 1/3 cup (80g) plain Greek yogurt*
- 1 teaspoon salt
- 1/2 teaspoon freshly ground black pepper
- small pinch ground nutmeg
- 2 cups (225g) shredded cheese (I like Gruyère or sharp white cheddar)*
- optional topping: 1/3 cup (30g) breadcrumbs
- optional topping: fresh thyme leaves and/or extra freshly ground black pepper
Instructions
- Combine the squash, broth, milk, and garlic in a medium saucepan over medium-high heat. Bring to a boil, then reduce heat to medium-low and allow to simmer for 20 minutes. (Feel free to start the pasta, next step, during this time.) You want the squash very tender after simmering, so pierce it with a fork to make sure it’s quite soft. Set aside.
- Preheat oven to 375°F (191°C).
- Boil enough water for your pasta (check the package directions). Cook the pasta just until al dente, or when the pasta is still a little firm. Add the kale, if using, and boil for another 1-2 minutes. (If you aren’t using kale, boil the pasta 1-2 minutes past al dente.) Drain the pasta and kale. Set aside.
- Pour the warm butternut squash mixture (squash + all the liquid) into a blender or food processor. Add the yogurt, salt, pepper, and nutmeg. Secure the lid and blend until smooth. Pour into a very large bowl and stir in the cheese until combined. It’s ok if the cheese does not fully melt. Taste the sauce, if you’d like more salt/pepper/nutmeg, add more.
- Add the pasta and kale to the sauce and stir until combined. It may seem like a lot of liquid, but the pasta will soak it up. Pour everything into an ungreased 9×13-inch baking pan, 12-inch oven safe skillet, or any 3 to 4 quart baking dish. Top with breadcrumbs and an extra sprinkle of cheese, if desired.
- Bake, covered with aluminum foil, for 20 minutes. Remove aluminum foil and bake for another 5 minutes, or until bubbly on the sides.
- Remove from the oven and serve with an extra sprinkle of cheese and/or a sprinkle of fresh thyme leaves and/or freshly ground black pepper on top.
- Cover and store leftovers in the refrigerator for 5 days.
Notes
- Freezing Instructions: Great freezer recipe! Prepare the recipe through step 5, cover tightly, and freeze for up to 3 months. Thaw overnight in the refrigerator, bring to room temperature, and continue with step 6. Or you can bake, cool, and freeze the baked mac & cheese for up to 3 months. Thaw overnight in the refrigerator, bring to room temperature, and bake covered at 350°F (177°C) for 20 minutes or until warmed through.
- Special Tools (affiliate links): Cheese Grater | Blender or Food Processor | Large Glass Mixing Bowl | Rubber Spatula | 9×13-inch Baking Pan, 12-inch Oven-Safe Skillet, or any 3- to 4-quart Baking Dish
- Kale is Optional: I love adding a couple big handfuls of kale to this dish, and it’s easy to boil it right in the same pot with the pasta. You can certainly skip it completely, or replace it with chopped broccoli or fresh baby spinach.
- Milk: Any milk works. I typically use skim or 1%, but any dairy or non dairy milks are fine.
- Yogurt: I always use nonfat Greek yogurt, but low fat or full fat work too. Instead of Greek yogurt, try 1/3 cup of cream cheese or sour cream.
- Cheese: I usually use Gruyère or sharp white cheddar cheese in this recipe, but regular cheddar or even gouda work too. For best flavor, grate it off the block. Pre-shredded cheese is typically a little drier. Feel free to use a little extra for sprinkling on top of the dish before baking.
- Adapted from Cooking Light.
Nutrition
- Serving Size: 1 and 1/2 cups
- Calories: 222
- Sugar: 2 g
- Sodium: 946.1 mg
- Fat: 15.5 g
- Carbohydrates: 12.1 g
- Protein: 10.8 g
- Cholesterol: 32.6 mg
Keywords: butternut squash mac and cheese
Made this tonight and I loved it! Even my husband was like, “Is this one of those clean/healthy macs?” Me, “yes” him: “Hey, it’s actually really good!” Now the only problem is who will get to eat the leftovers!!!
Hey Sally! Do you think I could use an immersion blender with the same results as a blender? I I don’t like putting anything warmer than room temperature in my blender.
Yes, an immersion blender works! A few readers emailed me about it with great results.
Oh my gosh — this is amazing!! The butternut squash adds the perfect amount of sweetness and lightness to this dish, so that the cheese isn’t just heavy, like it would be by itself. I’m not the biggest fan of kale, so I subbed it out for broccoli, and it was really good. I’m glad you mentioned to use white cheddar, because I think that it has that extra bite that orange cheddar doesn’t, so it gave it the kick that mac and cheese needs 🙂 Thanks!!
Hi Sally,
This looks delicious! I do have a couple questions though – would shredded mozzarella work as the cheese, or would it not be flavorful enough? Also, if I were to cut up some cracker cheese, would that work as well? Sorry if these are dumb questions, I never made mac and cheese before!
Both cheese options are OK! I’ve tried this with so so so many cheeses! All fabulous.
Hi Sally! I love your recipes! I recently made your caramel apple pie for a “friendsgiving” and it was a big hit! I am planning on making this mac & cheese for actual Thanksgiving but I have a make ahead question. I see that you give advice to freeze it but I am wondering if I make it a day before, will it be OK in the fridge over night? I work nights and would love to make it fresh thanksgiving morning but unfortunately I won’t have time. I was also thinking about just making the sauce the night before and then cooking the pasta and combining it all together Thanksgiving morning. Any advice you have is truly appreciated! Thanks and happy holidays!
Julia, you can make the sauce and pasta separately the night before, then just combine it all and bake on Thanksgiving morning. That’s what I do from time to time.
I am eating this as I type and it is delicious! The only thing I did was add cayenne pepper and some cholula hot sauce
Wow this looks delicious!!! Can you taste the squash? How well does cheddar cheese work? Thanks!
You can sort of taste the squash. It really just gives the sauce a slight sweetness.
Thank you so much for this recipe! My sister and I made it today with almond milk, and used half and half white cheddar and emmental cheese (less lactose!). We also roasted the squash since we don’t have a blender and it turned out great. So delicious! 🙂
Oh my gosh! I just made this and am never going back to regular Mac’n’cheese ever! It was so creamy and you would never ever know that the base is squash. I am sharing this with my friends and family. AWESOME!
Hi Sally – just wanted to say I tried this a couple of days ago and both my husband and I love it – what a brilliant recipe – I can’t believe I’ve finally found something that uses this many veggies that he likes!
Needed a potluck dish for a wetland restoration work party last minute & this was a big hit. Half the group asked about it and a few for the recipe. Sent them here with a warning they may get addicted. 🙂 New fave way to use the wonderful butternuts. Easy too! Very tasty & healthier. Double love.
I received a food box with squash and kale in it. What to do, what to do??? Then I see this recipe. My new side dish!!! I made it for dinner but we had to do a taste test, my two year old wanted seconds. Can’t wait for dinner time so we can have it with baked chicken. I’ll do broccoli next time. Came out perfect and I’m not one to follow recipes. I kinda eyeballed it and it still turned out great
I just made this and WOW, my whole house smells like garlicky goodness!!!! I have to admit I was very skeptical about using the butternut squash but honestly if I wasn’t the one who made it, I would have NEVER known it had squash in it!!!! My boyfriend and I aren’t big on Kale, so I roasted some broccoli with garlic, s+p and olive oil and tossed that in the mix before baking. All I had on hand was smoked cheddar so I used that and it was perfect. I cant wait for my boyfriend to try this for dinner tonight, I’m not going to tell him theres squash in it until AFTER he eats!! Thanks for another killer recipe, Sally!!!
I made this for dinner, it was a hit. I divided the dish into two pans, one topped with a bacon crumble-breadcrumb and the other plain, both were delicious and eaten by picky kids. I used gruyere and cheddar since I could not decide which to use, it was fantastic. Ever thin of adding nutmeg? I did to the bacon topped one, brought it up one notch!
Made this yesterday…. amazing! My boyfriend wasn’t sure about dinner with no meat, but he ate it too with no complaints! lovely and cheesy without the cheese calories! yay!love your recipes Sally!!
My sis came over for dinner last night so I made this. It was SO. GOOD. We loved it, my husband said it was spectacular and was the best pasta sauce he’d ever had. I very happily had the leftovers for lunch today and can’t wait to have them again for dinner tonight!
This looks amazing!! Could I make the sauce ahead of time and store it in the fridge?
Yes, definitely! Up to 4-5 days is just fine.
I just made this with zoodles. Obviously omitted the baking so they wouldn’t turn into mush. It was surprisingly good 🙂
So good, Sally! Thanks! I subbed in peas because I had no kale or broccoli and it’s great. I gave my one year old some and she kept signing “more”!!
Just made this and I’m eating it right now. Amazing.
I just made this tonight….oh. my. gosh. It took everything in me not to eat half of the pan! Probably one of the best mac and cheese dishes I’ve ever made, and it’s not even all cheese! Definitely a new staple for these cooler months. It was also my first time cooking with butternut squash…I think my roommate fully enjoyed watching me try to cut it! lol! Thanks so much for this recipe, and hope to see you on the book tour!
I just made this tonight and it is amazing!! The best part is that my son ate it and didn’t know there was squash in it.
Would broccoli be a good substitution for the kale? I just got some kale in my CSA bag but gave it to my neighbor because I couldn’t think of how to use it! Luckily I saved the butternut squash!
I made it with broccoli yesterday! So, yes. I used about 2 cups of chopped broccoli.
Just made this for lunch today and it was AMAZING! My three kiddos downed their entire plates, including my 1 year old who is so picky he survives on bananas and crackers. I used cheddar and Monterey jack because that’s all I had on had, but next time I’m going to try the “fancier” cheese Sally suggests. This is definitely a keeper! Thank you!
Just made this over the weekend and it was amazing. I’ve never cooked with Butternut Squash before, but I liked how creamy it made the sauce before I even added any cheese. I kept everything in the same pot and just used my immersion blender instead of using the actual blender. So easy, and less dishes after you are done. I also added spinach instead of Kale because that is what I had. It turned out great though! Thanks for the recipe this is going to be a staple and a dish I make for Thanksgiving!
I made this over the weekend for my family and they loved it! Even my 2 yr old gobbled it up saying ‘num!’
I made this and EVERYONE loved it…my husband though it was regular mac n cheese. I also saved part of the “sauce” and ate it as soup, it makes a delicious cheesy butternut squash soup. Amazing all around.
Just made this and boyfriend and myself INHALED it! It was so delicious and not massively heavy. I added half a teaspoon of chilli flakes to the butternut squash as it cooked, and used greens instead of kale and it is . Thank you Sally!
Sally, while your desserts and candies ( just got the book and made peanut butter cups!) are yum, your food recipes are mind blowing. Lightened up chicken noodle soup – insane good. Made from scratch green bean casserole – I’ll never go back to canned! Seriously folks. If you haven’t tried the green bean casserole, do it. You’ll eat the whole thing. By yourself. Maybe consider a dinner recipe book in the future? And please post more food posts – I always can’t wait to try them.
Oh Sally this looks amazing! I will definitely be giving this recpie a whirl this weekend (along with a batch of cookies). When I blend the sauce would it be okay if I used my nutribullet? Would it affect the sauce if I had to blend it in batches? Thanks!
Yes, definitely ok to blend the sauce in batches!