Butternut Squash & Bacon Mac n’ Cheese

I think you all know me pretty well, which means you know that I have a great affinity for homemade macaroni and cheese dishes. I’ll never turn down a dish of good ol’ mac and cheese, whether it’s homemade, from a box, at a restaurant or in the prepared foods section of the grocery store. Of course, I must prefer making it at home so I can customize it to my liking. I’ve shared a ton of different recipes here on the site – a basic baked mac n’ cheese, a macaroni and cheese casserole, mushroom-herb macaroni and cheese, stovetop macaroni and cheese, and three-cheese baked macaroni and cheese. I love them all for different reasons, much like parents can’t choose a favorite child. That being said, I have developed some preferences… I love the combination of Gruyere cheese and sharp cheddar cheese, it’s definitely my favorite cheese combo… and I much prefer a baked version over the stovetop. While stovetop versions are uber-creamy, I can’t resist a baked macaroni and cheese with a breadcrumb crust.

After taking a trip to the grocery store last week and seeing tons of squash on display, I was immediately smitten with the idea of marrying the flavors of butternut squash and macaroni and cheese (it goes without saying that I’ll add bacon to anything and everything, given the opportunity). The result is one of the best mac and cheese dishes I’ve ever created!

Talk about a creamy, cheesy bowl of heaven!

While I immediately knew that I wanted to use butternut squash, I wasn’t sure how I wanted to tackle the macaroni and cheese. Slowly but surely, my deviously delicious plan came together. I added bacon to the mix (because most everything is better with bacon), frying it in a cast iron skillet, and then using the bacon grease to brown and caramelize the onions and butternut squash. I made a traditional white sauce with butter, flour and milk, and then upped the amount of cheese I typically use by just a little bit, enough to amp up the cheesy quotient. I used my favorite mac n’ cheese pasta, cavatappi, and topped it all off with buttered plain breadcrumbs – perfect for a crunchy topping, but neutral so as not to disrupt the other flavors.

Basically, I wanted to eat this for breakfast, lunch and dinner for days after I made it. I guarantee you will as well!

While in Florida, I had an absolutely fantastic macaroni and cheese dinner at Yard House. I normally never order macaroni and cheese as a main course while out to eat, but this one was irresistible and it lived up to the hype. Its recreation is next on my list of macaroni and cheese recipes to whip up at home, so keep an eye out!

I also must remember that the Ultimate Mac and Cheese at Grille 36 here in Pittsburgh gets rave reviews; I need to try that the next time I’m there!

What’s your favorite variety of macaroni and cheese?

Do you prefer stovetop or baked?

One year ago:Ā Cumin and Fennel-Crusted Roast Lamb
Two years ago: Beer and Pretzel Soft Caramel Candies
Four years ago: Roasted Flank Steak with Olive Oil-Herb Rub
Five years ago: Ina’s Outrageous Brownies

Butternut Squash & Bacon Mac n' Cheese

Yield: 8 servings

Prep Time: 45 minutes

Cook Time: 15 minutes

Total Time: 1 hour


12 slices thick-cut peppered bacon, cut into Ā½-inch pieces
Ā½ butternut squash, finely diced
Ā½ yellow onion, finely diced
Salt and fresh ground pepper, to taste
8 tablespoons unsalted butter, divided
4 tablespoons all-purpose flour
3 cups whole milk
8 ounces Gruyere cheese, shredded (about 2 cups), divided
8 ounces sharp cheddar cheese, shredded (about 2 cups), divided
16 ounces cavatappi pasta (or shaped pasta of your choice)
1 cup plain breadcrumbs


1. Preheat oven to 400 degrees F. Butter a 9x13-inch casserole dish. Heat a large pot of water over high heat for the pasta; cover.

1. In a 12-inch cast iron skillet (or other heavy, stainless skillet), fry the bacon until crisp. Remove the bacon to a towel-lined plate to drain. Pour off all but 2 tablespoons of the bacon grease.

2. Adjust the heat to medium-low and add the butternut squash and onion to the bacon grease. Cook, stirring occasionally, until the squash and onion are browned and cooked through. Once cooked, use the back of a wooden spoon to mash up the mixture (it doesn't have to be completely smooth - leave some chunks in for texture).

3. Add the pasta to the boiling water and cook the pasta according to the box directions for al dente pasta (if your box doesn't specify al dente, cook it for 1 to 2 minutes shorter than the time called for - it shouldn't be cooked the whole way through). When the pasta is finished cooking, drain it in a colander.

4. While the pasta is cooking, make the sauce. In a large saucepan, melt 4 tablespoons of the butter over medium heat. Once the butter has melted, whisk in the flour and cook for about 1 minute, until the flour starts to brown a bit and smells nutty, whisking constantly. In a slow, steady stream, whisk in the milk. Allow the sauce to come to a simmer.

5. Once the sauce comes to a simmer, stir in 6 ounces each of the Gruyere and cheddar cheeses, adding a handful at a time and stirring with a wooden spoon until completely melted before adding the next handful. Season with salt and pepper and turn off the heat.

6. Add the cooked, drained pasta, bacon and butternut squash mixture to the sauce. Stir with a wooden spoon until everything is completely combined and evenly distributed. Pour the mixture into the prepared casserole dish.

7. Melt the remaining 4 tablespoons butter. In a small bowl, mix the melted butter with the breadcrumbs.

8. Sprinkle the macaroni and cheese with the remaining shredded cheeses. Sprinkle the breadcrumb mixture on top of the cheese.

9. Bake until browned and bubbly, about 15 to 20 minutes. Allow to sit for 10 to 15 minutes before serving.


49 Responses to “Butternut Squash & Bacon Mac n’ Cheese”

  1. Ashley @ Wishes and Dishes on October 9, 2012 at 2:25 am

    I definitely prefer baked mac n cheese – something about that crunchy topping that I just LOVE – it’s beyond compare. Mac n cheese is my passion šŸ™‚ I will be trying your version very soon


  2. Danny on October 9, 2012 at 4:55 am

    Thanks for sharing this! I appreciate it, i might convince my wife to make this it looks so creamy and delicious! The crunch ads the perfect amount of texture too! I own a cooking ebook website myself all about cooking ebooks! Nice to see fellow sites doing so well! keep it up šŸ™‚


  3. Keisha on October 9, 2012 at 5:00 am

    I definitely prefer baked mac and cheese with a good heap of Xtra sharp white and yellow cheddar. I also like a little bit of gruyere in there too. This looks delicious and I bet the squash adds an nice creamy texture….must try this!


  4. Sprigs of Rosemary on October 9, 2012 at 7:52 am

    After a trip to Maine last month, I’m all fired up to make “lobstah” mac ‘n cheese; although I heartily agree with you, Michele, mac ‘cheese is good in any ol’ way, boxed, baked, or stove top, with any shape of noodle, and any additive. I’m also gonna try this squash addition. (I know the bacon will be good!)


  5. Jennifer @ Peanut Butter and Peppers on October 9, 2012 at 8:00 am

    I love mac and cheese and I love butternut squash, great combo!!


  6. Anita at Hungry Couple on October 9, 2012 at 9:11 am

    I don’t even bother with stove top versions anymore. Baked is definitely for me and this squash version is one of my staple recipes. I call it butternut squash pasta bake and it’s got a killer taste!


  7. heidi on October 9, 2012 at 9:32 am

    This looks delicious. I love making baked mac and cheese recipes. My kids love them too. We will have to try this one. Thanks for sharing.


  8. elisa on October 9, 2012 at 9:48 am

    Hi Michelle,

    This is just an overall comment. I made your Malted Chocolate Chip, etc cookies and a friend of mine went crazy for them. Of course I gave you the credit and now she and another friend are totally hooked on your blog.

    Just thought I’d share-thanks for all your wonderful recipes.



  9. Mal @ The Chic Geek on October 9, 2012 at 10:11 am

    oooh, yum! What a great rendition of mac and cheese, so perfect for fall!


  10. Kevin @ Closet Cooking on October 9, 2012 at 10:19 am

    Sweet squash and pumpkin works so well in mac n cheese like this!


  11. Leslie S. on October 9, 2012 at 11:03 am

    This looks and sounds amazing and I can’t wait to try it! I also have to say I’m so excited you’re going to tackle the Mac and Cheese Squared from Yard House! My husband and I go there every year for our anniversary and that is my dish. It is to die for!


  12. Stephanie on October 9, 2012 at 11:30 am

    There isn’t a wrong way to have mac & cheese. Stovetop or baked! I liked how you added the butternut squash. Great way to make this healthier. =)


  13. Lori @ RecipeGirl on October 9, 2012 at 2:43 pm

    Yum Yum Yum Yum Yum. Looks so good šŸ™‚


  14. Katie @ Blonde Ambition on October 9, 2012 at 3:33 pm

    This sounds great! I love baked make & cheese, cause my favorite part is the crunchy top!


  15. Loretta E on October 9, 2012 at 4:14 pm

    You’re very brave to order mac & cheese at a restaurant! That has never worked out well for me…But homemade is never a bad decision and yours looks incredible!


  16. tijuana smith @ po' man meals on October 9, 2012 at 4:58 pm

    this recipe looks amazing! adding bacon put it over the top! making this very soon! šŸ™‚


  17. Katharine on October 9, 2012 at 5:29 pm

    I LOVE cavatappi! Hubs loves it when I make homemade mac and cheese, and I just got a butternut squash in my CSA last week….I definitely think it’s going to want to be used in this! šŸ™‚


  18. Amanda on October 9, 2012 at 5:34 pm

    This looks so good! I definitely like baked mac&cheese the best, and I use sharp cheddar, Gruyere, and Fontina in mine. The last one I threw some bacon in, and had some smoked bacon chipotle sea salt from a specialty store I love. I mixed some of the salt in with panko and put that over the top. Oh wow. (Oh yeah, and nutmeg in the cheese sauce is delicious)!

    And I agree – bacon makes everything better. šŸ™‚


  19. Les on October 9, 2012 at 8:22 pm

    I use … Hope it’s okay to say recipe by Martha Stewart. It is Bit time consuming, but oh my! Deeeeelicious!


  20. Kristen @ The Holiday Kitchen on October 9, 2012 at 9:00 pm

    Oh my. I’ve had bacon mac and cheese, and I’ve had butternut squash mac and cheese but never the two together – what a fantastic idea!


  21. Cheese Cube on October 10, 2012 at 8:20 am

    Butternut Squash & Bacon Mac nā€™ Cheese sound seems to yummy.


  22. tracy {pale yellow} on October 10, 2012 at 6:39 pm

    I think I could eat butternut squash in everything! This is so much more desirable than the recipes I see with cauliflower!


  23. Rachelanne Gladden on October 10, 2012 at 7:36 pm

    To say this was delicious would be a heartbreaking understatement. Holy Moly!
    I did use turkey bacon instead of real (sorry!) and substituted Panko crumbs instead of regular – but otherwise, it was to the letter and it was SPECTACULAR.

    It is VERY rich, and It makes a TON, so this is probably not good for a twosome, unless you want an enormous amount of leftovers staring you in the face. I am pretty sure it is calling my name from the fridge right now, and I am getting weaker by the minute….


  24. Erika on October 10, 2012 at 11:51 pm

    You’re so right about the breadcrumbs trumping creamy mac n’ cheese! My favorite thing recently has been baked quinoa n’ cheese. It’s got the cheesy, bread crumby goodness of mac n’ cheese, except it can legitimately be called health food (also it’s easier to make than from scratch mac n’ cheese) http://shortnsweetfood.blogspot.com/2012/03/quinoa-n-cheese.html (sorry the picture isn’t that great..) šŸ™‚


  25. Ruth on October 11, 2012 at 11:56 am

    I could not resist and made this last night. YUM!!!! I would actually go ahead and in put in the whole butternut squash, but i just love squash. I also loved the use cavatappi pasta instead of the elbows. We had a side of brussels sprouts along with this. Perfect!


  26. Tanya on October 12, 2012 at 12:39 am

    Made this tonight…wasn’t really sure how much butternut squash to use since they vary in size. Might be helpful to have the approximate weight or cups there. I would have liked more in mine too actually. This was very rich, but all the family, including my daughter who does not like much cheese, loved this. I took half to my neighbor as this made a lot! We will definitely make it again…and if we make it for vegetarian friends, it will still taste great without the bacon. Really good and definitely one we recommend others to try.


  27. Mercedes on October 17, 2012 at 9:54 am

    I made this recipe yesterday. It is absolutely delicious! The best Mac n’ Cheese I’ve ever tasted. The gruyere flavor and the butternut squash blends perfectly. My family loved it. The only thing is that you really have to have time to do this recipe. It took me around 1 1/2 hours to make it but it was all worth it. Thank you for posting this amazing recipe.


  28. Melissa on October 18, 2012 at 5:59 pm

    Made it. Ate it. Loved it.

    Seriously good mac & cheese!! I pureed the BN squash and onions though for a smoother texture (and to disguise it a little) and it was amazing. In fact, I will be making that as a soup soon!! Thanks for sharing your recipe as I share your love of bacon. Next up…your maple bacon cupcakes šŸ™‚ New brown-eyed follower and admirer here!


  29. danielle on October 21, 2012 at 9:42 am

    This looks amazing! I wanted to let you know That I featured this in my “What I Bookmarked This Week” post yesterday- stop by and see!


  30. Rita on October 23, 2012 at 10:22 pm

    I made this recipe this past weekend for the main dish for my daughter’s birthday dinner. Fantastic! I did a short cut and microwaved the squash (after piercing all over with a fork) about 10 minutes, then cooled and scooped out the squash, which was fully cooked. I used about 3/4 of the squash in the recipe. Used 4 cups of 2% milk and a dash of nutmeg in the cheese sauce. No additional butter in the breadcrumbs, just alternated breadcrumbs and cheese on top. It was a hit with the all of the adults. Thanks for an excellent recipe!


  31. Mir on October 29, 2012 at 10:20 am

    RECIPE QUESTION. Hi love this recipe but could you give a cup or weight approximation for the squash? I am out in Wisconsin farm country and our butternut squash range in size from a couple pounds to almost ten!! Thanks


    • Michelle on October 30th, 2012 at 2:56 pm

      Hi Mir, I would estimate that the butternut squash I used was about 3 to 5 pounds or so. Hope that helps!


  32. Jen on October 31, 2012 at 1:45 pm

    Hi – This looks delicious and I would love to make this for my husbands bday party this weekend. But, I need to make some things ahead of time. Have you had this reheated? Any tips/advice for making ahead? Thanks and I will be checking out your site often for some great recipes in the future.


    • Michelle on November 1st, 2012 at 1:46 pm

      Hi Jen, I did eat this leftover for a couple of days after I made it and it was delicious! I think you could probably assemble this ahead of time, then top with the bread crumbs and cheese before baking.


      • Katlyn on October 21st, 2013 at 10:25 am

        This answered my question too! thank you so much!


  33. Angie on November 13, 2012 at 5:38 pm

    Hi everyone! Just wondering about how much butternut squash you’all used. When I went to the store, the sizes of the squash really varied, so “1/2 butternut squash” could mean a big difference. Thanks to all for your help. We are doing this for Thanksgiving this year. Can’t wait to try it!


    • Michelle on November 14th, 2012 at 12:05 am

      I’d estimate that the butternut squash I used was around 4 pounds or so. Hope that helps!


      • Angie on November 14th, 2012 at 9:10 pm

        Thanks, Michelle! I will try for one about that size and use half of it. We love mac and cheese, butternut squash and bacon, so what could be better than all three together? Thanks for sharing!


  34. Shannon on December 1, 2012 at 8:20 am

    I am a long-time fan of your blog and have loved everything everything that I have made from here! I made this last night for my fiance, and we both LOVED it! In place of the whole milk, I used part Greek yogurt, part milk, and I used turkey bacon and whole wheat bread crumbs (sans butter) as well. So yummy! The squash was just perfect! Thanks for the recipe!!


  35. Maureen on January 10, 2013 at 7:51 pm

    Delicious! Made for dinner tonight, a crowd pleaser (hungry husband and hungry 3-year old boy) for sure. Used smoked Gruyere (only kind-of on purpose), can only imagine it helped enhance the smoky bacon yumminess! Also, had a smallish squash and used most if it because I couldn’t image there could be too much :-)thanks for sharing. Another awesome butternut squash Mac & cheese: http://www.30days30waysmacandcheese.com/?p=458


  36. Lori on February 18, 2013 at 10:18 pm

    Made this tonight…yummy. Used skim milk and it turned out great.


  37. Laura B. on March 6, 2013 at 1:24 pm

    Michelle, I made this for dinner last night and it was so delish! I couldn’t find Gruyere at the grocery so used 6 oz of swiss cheese and about 12-16 oz of a melty cheddar blend (I increased the sauce by half, I hate dry mac n cheese!) This was absolutely the best mac n cheese I’ve ever tasted. Even the toddler, who questions every ingredient, ate it up like crazy! Love your blog, thank you for sharing!


  38. Katlyn on October 21, 2013 at 10:20 am

    Can i prepare this the night before and put it in the oven the next day?


  39. Katlyn on October 28, 2013 at 6:06 pm

    I just made this recipe Sunday for a football get together and simply HAD to comment. It is hands down the best macaroni and cheese I’ve ever eaten. I used sharp cheddar and colby jack cheese. I cannot stress how delicious this is. It is a MUST MAKE!!! and will have perminant spot in my recipe collection. Delicious please do yourself a favor and make it!!!


  40. Sarah @ Well Dined on November 12, 2013 at 12:58 pm

    This was a life saver! It helped me get through the loss of my pet b/c it was the only thing I would eat! The ultimate mac and cheese. Posted on my blog šŸ™‚


  41. Maia on October 16, 2014 at 9:13 pm

    I had a craving for something butternut squash and ended up with a 3 1/2 pounder! I came across your post and couldn’t be happier!!! As an Italian, I love my pasta! Although mac & cheese is not an Italian thing, I adapted my own macaroni & cheese recipe with a becsiamella sauce that up til now has been my go-to recipe. Since finding your recipe though, I have to agree, hands down, this has become my absolute favorite pasta & cheese recipe ever!!! My husband loved it, and so did both of my kids, until my daughter asked what was in it, haha. I gave a quick run down, minus the squash, but my son, with a mouth the size of Jupiter reminded me the I’d forgotten to mention the squash. Either way, everyone had at least 2 helpings, and we sent some to the neighbors, who also gave rave reviews! Thanks again! Absolutely amazing!!!


  42. jen campbell on November 5, 2014 at 1:49 am

    Umm, so seriously, this was my happy dinner moment of the month, and possibly the next few months. I have been searching for an awesome Mac and cheese recipe for an eternity, but they all fell short. Now, not only is this recipe amazing, but I can cross off one more item on my culinary bucket list of great recipes. Even my anti squash family thoroughly enjoyed third helpings.


  43. Danielle on November 27, 2014 at 11:04 pm

    I just made this for Thanksgiving dinner, and it was a HUGE hit — I’ve already been asked to bring it to the next holiday dinner šŸ™‚ Followed the recipe to a tee (except that I only had salted butter – so I didn’t add any additional salt) — it was so smoky and just perfect. Thank you!


  44. Lauren on December 8, 2014 at 9:22 am

    Just made this recipe and it tastes AMAZING!!
    Your blog is my go to for recipes and this is definitely going to be one thats used over and over!!
    Thank you for all your wonderful recipes!


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