I got this recipe from my fellow blogger “Smart Cookie” she has fantastic vegetarian recipes and since I love Butternut Squash and Mac & Cheese why not combine them, there isn’t much of a way to “healthify” this so it’s probably not all that healthy, but I’m still going to try it! Here are some helpful hints from “Smart Cookie”.

You should always use sharp cheddar, not mild or regular old cheddar. Plain cheddar just doesn’t pack a punch. It gets lost, especially in mac & cheese. You’ve gotta have cheese with some backbone!

Be careful when grating that onion. It’s quite easy to cut yourself.

You can make this solely stove-top if you skip the panko topping. When you’re done mixing the finished sauce & pasta together, there’s no reason you can’t serve it straight from the pot. The only reason it goes under the broiler is to brown the topping. (I, however, love a good breadcrumb topping & just can’t resist!)

Tip #3 also means you can make this ahead of time. Get the sauce and pasta done early. Then, when you’re ready to eat, add the topping and pop it in the oven to warm it up and get those breadcrumbs golden!


  • 1 cup panko breadcrumbs
  • 1 pound macaroniwith lines, such as tubatini or mini penne rigate
  • kosher salt
  • 1 tablespoon extra-virgin olive oil, 1 turn of the pan
  • 5 tablespoons butter
  • 1/2 medium onion
  • 2 tablespoons chopped fresh thyme leaves, plus a few sprigs for garnish
  • 3 tablespoons all-purpose flour
  • 2 cups chicken stock or vegetable stock
  • 1 (10 ounce) box frozen cooked butternut squash, defrosted
  • 1 cup cream
  • 2 1/2 cups (8 ounces) sharp Cheddar, grated
  • 1/2 cup grated Parmigiano-Reggiano
  • 1/8 teaspoon ground nutmeg
  • Black pepper


In a small skillet, melt 3 tablespoons of the butter. Add panko & remove from heat. Stir until well combined. Set aside.

Preheat oven to broil.

Heat a pot of water to boil for the pasta. Salt the water then add the pasta and cook to al dente.

While pasta cooks, heat a medium heavy bottomed pot over medium heat. Add the extra-virgin olive oil and butter. When the butter melts into the oil, add the thyme and grate the onion directly into the pot with a hand held grater or Microplane. Cook the grated onion in butter and oil 1 to 2 minutes, then add flour and cook together 1 to 2 more minutes. Whisk in stock, then combine with butternut squash until warmed through and smooth. Stir in cream and bring sauce to a bubble. Stir in parmigiano and 2 cups of the cheddar in a figure 8 motion and season the completed sauce with salt, nutmeg and pepper. Taste to adjust seasonings.

Drain cooked pasta well and combine with sauce. Pour into a casserole dish and top with remaining cheddar. Sprinkle panko mixture evenly over top. Broil for 5 minutes or until golden brown. Remove from oven & serve.