Butternut Squash Mac and Cheese is a rich holiday side dish that will leave you feeling all cozy and satisfied. Kicking it up a notch with fresh sage, porcini and cremini mushrooms, yellow onions, then topped with crunchy breadcrumbs. This easy to make, flavor layered pasta bake is a must for your next dinner.

Closeup looking down on two bowls of mac and cheese on green table cloth.

This holiday season, I’m prioritizing supporting the local community - from the gifts I give to the food I put on my table. Which is why I’m working with Mayfield Milk and one of the dairy farmers that supplies farm fresh milk right to our shelves across Tennessee and Kentucky to create this holiday favorite recipe.

Milks and heavy creams are the centerpiece of so many delicious holiday memories, and to me, knowing Mayfield Dairy Farms is owned by family farmers is very meaningful. I grew up showing dairy cows at the local fairs and spent many mornings in the milking parlor. Knowing where your food comes from is so important. I love partnering with companies that support community farmers, many who have been running their family business for generations.

This recipe is my take on the Harrison Family’s favorite holiday recipe – mac & cheese. The Harrison's own Sweetwater Valley Farm in Philadelphia, TN. Their 1500 plus dairy cow farm specializes in milk and farmstead cheese. You’ll find mac and cheese on their table at nearly every family gathering.

Knowing that the Mayfield milk and heavy cream I used in this recipe might have come from the Harrison's farm makes it even more special! I know you'll love devouring it as much as I have.

Squash, onions, and mushrooms on a cutting board next to gallon of milk and cream.

Ingredients for Baked Mac and Cheese

Butternut Squash

A winter squash that is sweet, moist and gives off a nutty somewhat butterscotch flavor profile. Some say it tastes like sweet potatoes, but its just delicious to me. Butternut squash isn't stringy, making it perfect for puree. The combo of sage with cheese in this recipe is the ultimate decadent comfort macaroni.

Whole Milk and Heavy Cream

A creamy mac and cheese recipe needs rich whole milk and heavy cream. The combo of Mayfield milk, cream, and cheese creates a wonderful sauce that coats the noodles.

Mushrooms

You can choose whichever mushrooms you prefer for your cheesy dish. Though, I found that porcini mushrooms add a earthy flavor to the butternut squash and pair nicely with the caramelized onions. Mix in some cremini mushrooms and/or baby bella to balance the flavor.

Yellow or Sweet Onions

Yellow and sweet onions, are a great addition for pasta dishes. Yellow onions give off a hardier, spicy note, where sweet onions aren't as complex in flavor but add some sweetness. I chose to use yellow onions in this recipe, but if you're a vidalia fan, go ahead and use those.

Sage and Nutmeg

Sage is wonderful herb that adds a bit of a peppery taste to the dish. A bit of nutmeg warm nutty tones perfectly complimenting the winter squash.

Sharp Cheddar Cheese

Use a mixture of yellow and white extra sharp cheddar cheese. Extra sharp cheese is aged longer than sharp cheese and therefore has a more pronounced flavor. The tangier notes blend well with the onions and squash.

Cavatappi Pasta

Now for the choice of pasta noodle. The common elbow shaped macaroni just won't do for this holiday side dish. Cavatappi are longer, ribbed s-shaped tube noodles that are perfect for holding lots of sauce. I mean everyone wants each bite to be creamy, cheesy, and have some veggies stuck to it, right?

Panko Breadcrumbs

With all the rich creamy texture of this dish, we need a little crunch. Adding herb seasoned panko bread crumbs to the top does just that.

Large casserole dish filled with unbaked mac and cheese on wood table.

How to Make Butternut Squash Mac and Cheese

Roast the butternut squash first and let it cool.
Shred the cheese and dice the herbs, so they are ready to go in the cream sauce.
Sautee onions and mushrooms just enough to golden and soften. if you would like to caramelize the onions, do them separately then cook the mushrooms.
Boil the pasta noodles in salted water. Drain and transfer to large mixing bowl.
Make the cream sauce, adding in the butternut squash puree and shredded cheeses.
Mix the ingredients by pouring the cheese sauce onto the noodles, folding in the mushrooms and onions. Transfer to a 9x13 baking dish.
Top with breadcrumbs and bake!

Casserole dish with baked mac and cheese on wood table next to bowl of mushrooms.

Tips for Success

Don't over cook your noodles. Al dente is best, since they will cook a bit more in the oven.
Use high quality ingredients for the best flavor.
Leave your onions and mushrooms a little chunkier when you chop them. Since they shrink when cooked, you will still have big bites in the mac and cheese.
This recipe is best eaten the day of for the creamiest texture. But, you can store it in an air tight container for 2-3 days in the fridge. Reheat before serving, though the creaminess may not be the same as straight from the oven.

Recipe Adjustments

Swap butternut squash for pumpkin puree. I have used canned pumpkin puree for this recipe and it works perfectly.
Add more mushrooms! Use baby bella mushrooms instead and add another cup full of chopped mushrooms if you're a fan.
Gruyere and White Cheddar Cheese. Swap the yellow cheddar cheese for gruyere cheese for a different spin.

Bowl of mac and cheese sitting on two wood cuttingboards.

This Recipe is Sponsored by Mayfield Milk. All thoughts and text are my own. Thank you for supporting the companies that help make Two Cups Flour possible.

Closeup side view of bowl of mac and cheese topped with sage on wood cutting board.

Butternut Squash Mac and Cheese

author: Jenn Davis

Super creamy and. cheesy butternut squash mac and cheese flavored with fresh sage, mushrooms and onions.

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Baking Tips Print Recipe Pin Recipe

Prep Time 15

Cook Time 1

Total Time 1

Servings servings

Ingredients

Mac and Cheese

1 pound (16 ounces) cavatappi or penne pasta
7 tablespoons (98 g) unsalted butter, divided
1 yellow onion, large, chopped
5 tablespoons fresh sage, minced
2 cups (250 g) porcini mushrooms, chopped
1 teaspoon sea salt
½ teaspoon freshly ground black pepper
¼ cup (32 g) all purpose flour
1 cup (240 g) Mayfield White Milk, room temperature
1 cup (240 g) Mayfield Heavy Cream, room temperature
½ teaspoon ground nutmeg
1 ½ cups (124 g) extra sharp cheddar cheese
2 cups (166 g) extra sharp white cheddar cheese
½ medium sized butternut squash, (about 1 Cup Puree)

Topping

½ cup (30 g) panko bread crumbs
¼ cup (20 g) parmesan cheese, grated
¼ teaspoon freshly ground black pepper

Instructions

Prepare Butternut Squash

Preheat the oven to 400F (200 C) and line a small baking sheet with parchment paper. Carefully cut a whole butternut squash in half lengthwise, scrape out the seeds. Place one half sliced size up on baking sheet and drizzle with olive oil and sprinkle with salt. (save the other half for another recipe) Roast it in the oven for 20 to 25 minutes until fork tender. Remove from the oven, let cool for 10 minutes and scrape the flesh from the skin. Place flesh in a food processor or blender and pulse into a puree. Set aside.

Mac and Cheese

Lower oven to 375 F (190 C) then prepare pasta, onions and mushrooms. Cook pasta accordingly to package direction and drain. Transfer pasta to a large mixing bowl.
In a large pot of boiling salted water, cook the pasta for 10 minutes (it should still be firm as it will continue to cook mixed in cheese sauce when baked. Drain pasta and transfer to an extra-large mixing bowl.
In a large saucepan over medium heat melt 3 tablespoons of butter and add the chopped onions. Add the sage, salt, and pepper to the skillet. Cook onions 2-3 minutes until beginning to soften. (option to caramelize onions if prefer) Add the mushrooms and continue to cook until onions are beginning to golden and mushrooms have softened. Transfer to a plate and set aside.
Using the same skillet reduce heat to low and melt the remaining 4 tablespoons of butter. Whisk in the flour, and continue to stir until all clumps are removed and mixture begins to thicken. Pour in the milk and heavy cream, then sprinkle in the nutmeg.
Increase heat to medium high and just beginning to bubble in the center. Add the shredded sharp cheddar and white cheddar cheese, stirring until melted and thickened. Reduce heat to medium and stir in the butternut squash puree. Once combined and smooth, remove from heat. Pour the creamy cheese mixture over the cooked noodles in the large bowl. Gently stir with rubber spatula to coat the noodles. Then, fold in the onions and mushrooms.
Transfer noodles to a 9x13 baking dish. Stir together topping ingredients in a small bowl and sprinkle over mac and cheese. Place dish on the middle rack of the oven. Bake for 15-18 minutes until the breadcrumbs are slightly golden. Remove pan from oven and serve warm.

course Side Dish

cuisine American

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