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Butternut Squash Mac and Cheese

Prep Time 10 minutes
Cook Time 45 minutes
Course Side Dish
Servings 12


  • 12 oz dried macaroni
  • 1 butternut squash, cut in ½ and drizzled with olive oil
  • 2 whole yellow onions
  • ½ cup butter, divided
  • 3 tbsp flour
  • 2 cups milk (preferably whole)
  • 2 cups grated sharp cheddar
  • 1 tbsp fresh, chopped rosemary
  • tsp nutmeg
  • salt and pepper to taste


  • Preheat oven to 400 Degrees F. Place butternut squash cut side up on a baking sheet and roast for 25 minutes. When the squash is tender, scrape out the flesh and mash with a spoon or potato masher. (Reduce oven temp to 350 degrees after removing squash)
  • While the squash is roasting, cook the macaroni until al dente. Drain, rinse with cold water to stop the cooking process and set aside.
  • Melt 1/4 cup butter in a large skillet, add the sliced onions and cook until they are a deep golden brown. Remove from the skillet and set aside.
  • In same skillet, melt the remaining 1/4 cup butter and then whisk in the flour. Add the nutmeg and cook, stirring constantly, for about 2 minutes.
  • Add the 2 Cups milk, and whisk until mixture is smooth. Turn the heat to high and bring to a boil while continuing to whisk. After sauce has thickened, turn heat to low and whisk in the butternut squash. Stir in the fresh rosemary. Add the cooked macaroni to the pan and stir until the macaroni noodles are all coated.
  • Season with salt and pepper according to taste.
  • Grease a 2 quart casserole dish. Pour half of the noodle mixture into the pan.
  • Sprinkle half of the cheddar over the macaroni noodles. Add the remaining noodle mixture and top with the rest of the cheese.
  • Bake in 350 degree oven for 25 minutes or until cheese is bubbling.
  • Serve warm.



Leftovers, if there are any, freeze well.