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, crock pot mac and 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: Cumin and Fennel-Crusted Roast Lamb
Five years ago: Ina’s Outrageous Brownies

Butternut Squash & Bacon Mac n’ Cheese

A delicious version of mac n’ cheese
4.78 (9 ratings)


  • 12 slices thick-cut peppered bacon, cut into ½-inch pieces
  • ½ (0.5) butternut squash, finely diced
  • ½ (0.5) yellow onion, finely diced
  • Salt and fresh ground pepper, to taste
  • 8 tablespoons unsalted butter, divided
  • 4 tablespoons all-purpose flour
  • 3 cups (732 ml) whole milk
  • 8 ounces (226.8 g) Gruyere cheese, shredded (about 2 cups), divided
  • 8 ounces (226.8 g) sharp cheddar cheese, shredded (about 2 cups), divided
  • 16 ounces (453.59 g) cavatappi pasta, or shaped pasta of your choice
  • 1 cup (108 g) plain breadcrumbs


  • Preheat oven to 400 degrees F. Butter a 9×13-inch casserole dish. Heat a large pot of water over high heat for the pasta; cover.
  • 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.
  • 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).
  • 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.
  • 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.
  • 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.
  • 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.
  • Melt the remaining 4 tablespoons butter. In a small bowl, mix the melted butter with the breadcrumbs.
  • Sprinkle the macaroni and cheese with the remaining shredded cheeses. Sprinkle the breadcrumb mixture on top of the cheese.
  • Bake until browned and bubbly, about 15 to 20 minutes. Allow to sit for 10 to 15 minutes before serving.


Nutritional values are based on one serving
Calories: 913kcal, Carbohydrates: 66g, Protein: 35g, Fat: 55g, Saturated Fat: 27g, Cholesterol: 135mg, Sodium: 777mg, Potassium: 606mg, Fiber: 3g, Sugar: 8g, Vitamin A: 6055IU, Vitamin C: 10.3mg, Calcium: 661mg, Iron: 2.4mg

Did you make this recipe?

Leave a review below, then snap a picture and tag @thebrowneyedbaker on Instagram so I can see it!