Butternut Squash and Veggies Mac n Cheese

No comparison to the boxed variety, creamy and delicious and you can hide the veggies from the kids.
Course Main Course


  • 8 ounces elbow macaroni
  • 3 tablespoons butter
  • Olive or avocado oil
  • 1 cups coarse breadcrumbs you can use panko breadcrumbs for this
  • 1 cup grated parmesan cheese
  • ½ cup chopped onion or shallot
  • 3 cloves of garlic minced
  • 1 cup kale. chopped into small pieces
  • 2 1/2 cups precooked roasted butternut squash peeled, seeded, and cut into ½-inch chunks
  • 2 cups milk
  • 1 cup grated gruyere cheese
  • ¼ teaspoon cayenne pepper
  • ½ teaspoon paprika
  • Dash of nutmeg


  1. Roast the whole, uncut squash on an oiled baking sheet for 40-50 minutes at 350 until soft, peel and cut into pieces, set aside.
  2. Preheat the oven to 375?F. Butter an 8-inch square baking dish.
  3. In a large pot, melt 1 tablespoon of the butter. Turn off the heat and add the bread crumbs and 1/2 cup of the Parmesan. Stir to combine. Remove from the pot and set aside.
  4. Add water and salt to the pot, no need to wash, bring to a boil and add the pasta. Cook for 4-6 minutes, stirring once or twice, until softened but somewhat firm, then drain and set aside in a bowl.
  5. Melt the remaining butter and a splash or two of oil to the bottom of the pot. Add kale, onion and garlic and saute until softened. Add the squash, milk and seasonings. Cover and cook over medium-low heat, stirring occasionally until heated through, watching to make sure the mixture does not boil over. Cool slightly. Puree in 2 batches in a blender or food processor. Put the puree back into the pot. Add the Gruyere, and the remaining 1 cup Parmesan and stir until the cheese has melted Add the pasta and stir to combine.
  6. (Easy way, not concerned about hiding the veggies? Skip the blender part and just add the cheese to the sauce.)Pour into the buttered baking dish and sprinkle with the bread crumb mixture. Place the dish on a rimmed baking sheet and bake for 20 minutes, until breadcrumbs are browned and it is heated through.

Recipe Notes

You can add in prosciutto, sausage, sauteed kale, broccoli, zucchini, cauliflower, Swiss chard, bell pepper, spinach, whatever you like before baking to add more protein and veggies..