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One-Pot Butternut Squash Mac & Cheese

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A creamy, cheesy one-pot mac and cheese enriched with sweet butternut squash and fragrant fall herbs. Pasta cooks directly with the squash in a blend of water and evaporated milk, creating a naturally silky sauce without a roux, finished with sharp white cheddar and Parmesan.

  • Author: Tina
  • Prep Time: 15 minutes
  • Cook Time: 25 minutes
  • Total Time: 40 minutes
  • Yield: 4–6 servings
  • Category: Main Dish
  • Method: One-Pot
  • Cuisine: American
  • Diet: Vegetarian

Ingredients

4 tbsp unsalted butter

4 cups (about 1 lb) peeled and seeded butternut squash, cut into 1/2-inch cubes

Kosher salt

Freshly ground black pepper, plus more for serving

1 tbsp finely chopped fresh rosemary leaves (about 3 sprigs)

1 tbsp finely chopped fresh sage leaves (about 12 leaves)

3 garlic cloves, minced

4 cups warm water, plus more as needed

1½ cups (1 12-ounce can) full-fat evaporated milk

¼ tsp freshly grated nutmeg

1 lb dried pasta, such as medium shells or elbow macaroni

12 oz sharp white cheddar, grated (about 3 cups)

2 oz Parmesan, grated (about ⅔ cup), plus more for serving

Instructions

  1. In a large heavy-bottomed pot or Dutch oven, melt butter over medium heat. Add squash and 1 tsp 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 tsp salt, 1 tsp pepper, and nutmeg. Bring to a boil, then add pasta (it will not 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.

Notes

  • Top with toasted panko breadcrumbs for extra crunch.
  • Add red pepper flakes for a spicy twist.
  • Experiment with cheeses like Gruyère, Fontina, or Havarti.
  • Stir in spinach, kale, or peas before adding cheese for extra vegetables.
  • For a vegan version, use plant-based butter, nondairy milk, and vegan cheese.

Nutrition