One-Pot Butternut Squash Mac & Cheese

Why You’ll Love This Recipe

This is mac and cheese with an elegant twist—creamy, cheesy, and full of flavor, but with the natural sweetness and color of butternut squash. The one-pot method means less cleanup and more flavor since the pasta absorbs the seasoned cooking liquid. The combination of rosemary, sage, nutmeg, and two cheeses makes it deeply savory, while the squash lends a silky texture. It’s perfect for cozy dinners and reheats beautifully without breaking.

Ingredients

(Tip: You’ll find the full list of ingredients and measurements in the recipe card below.)

4 tablespoon unsalted butter
4 cup (about 1 pound) peeled and seeded butternut squash, cut into 1/2-inch cubes
Kosher salt
Freshly ground black pepper, plus more for serving
1 tablespoon finely chopped fresh rosemary leaves (from about 3 sprigs)
1 tablespoon finely chopped fresh sage leaves (from about 12 leaves)
3 garlic cloves, minced
4 cup warm water, plus more as needed
1½ cup (1 12-ounce can) full-fat evaporated milk
¼ teaspoon freshly grated nutmeg
1 pound dried pasta, such as medium-sized shells or elbow macaroni
12 ounce sharp white cheddar, grated (about 3 cups)
2 ounce Parmesan, grated (about ⅔ cup), plus more for serving

Directions

1. In a large heavy-bottomed pot or Dutch oven, melt butter over medium heat. Add squash and 1 teaspoon salt. Cook, stirring often, until squash is tender enough to smash and starting to brown, 15–17 minutes.

2. Stir in rosemary, sage, and garlic. Cook for 1 minute until fragrant.

3. Increase heat to high. Add warm water, evaporated milk, 1½ teaspoons salt, 1 teaspoon pepper, and nutmeg. Bring to a boil, then add pasta (it won’t be fully submerged).

4. Boil over medium-high heat, stirring often, until pasta is al dente and about two-thirds of the liquid has evaporated, 12–14 minutes. If liquid evaporates too soon, add warm water ½ cup at a time until pasta is tender.

5. Remove from heat. Stir in cheddar and Parmesan until melted and sauce is smooth. Let sit 10 minutes to thicken. If too thick, add warm water ¼ cup at a time.

6. Adjust seasoning with salt and pepper. Serve hot with extra Parmesan and pepper.

Servings and timing

Servings: 4–6
Prep time: 15 minutes
Cook time: 25 minutes
Total time: 40 minutes

Variations

• Breadcrumb topping – Toast panko breadcrumbs in butter and sprinkle over before serving.

• Spicy twist – Add a pinch of red pepper flakes when cooking the garlic.

• Different cheeses – Mix in Gruyère, Fontina, or Havarti for a new flavor profile.

• Extra veggies – Stir in spinach, kale, or peas just before adding the cheese.

• Vegan option – Use plant-based butter, nondairy milk, and vegan cheeses.

Storage/Reheating

Store leftovers in an airtight container in the refrigerator for up to 4 days. Reheat gently on the stovetop or in the microwave, adding warm water or milk to loosen the sauce as needed. The sauce remains stable even after reheating. This dish is best enjoyed fresh but can be frozen without the cheese, then reheated and finished with cheese before serving.

FAQs

Can I use frozen butternut squash?

Yes, but reduce the initial cooking time slightly since it softens faster.

Can I make this ahead of time?

Yes, cook as directed and store in the fridge. Add a splash of water when reheating to revive the sauce.

Can I use regular milk instead of evaporated milk?

You can, but the sauce may be less creamy and more likely to break.

What pasta shape works best?

Shells or elbows hold the sauce well, but cavatappi or penne also work.

How do I keep the sauce creamy?

Stir continuously when adding cheese and don’t overheat after it’s incorporated.

Can I make it gluten-free?

Yes, use your favorite gluten-free pasta and adjust cooking time.

What can I serve with it?

A green salad or roasted vegetables balance the richness.

Can I use pre-shredded cheese?

Freshly grated cheese melts more smoothly, but pre-shredded works in a pinch.

Why do I need to let it sit before serving?

Resting allows the sauce to thicken and cling to the pasta.

Can I add protein?

Yes—stir in cooked chicken, bacon, or sausage before serving.

Conclusion

This one-pot butternut squash mac and cheese is the perfect balance of cozy comfort and autumn elegance. With a creamy cheese sauce enriched by sweet, tender squash and fragrant herbs, it’s an easy, satisfying dish you’ll want to make all season long.

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