Fall Cooking: Butternut Squash Mac And Cheese

Butternut Squash Mac & Cheese with Shiitake Mushrooms

Fall is definitely underway here in New England. The leaves are changing brilliantly and it’s been perfect hiking weather. It has been getting cold at night and Peter and I are stubbornly refusing to turn on the heat until absolutely necessary. To keep us warm and cozy, I have been cooking up a storm. Not only are my favorite comfort foods rich and filling, many of them require some time in the oven (read: my kitchen gets toasty).

I’ve also been working on saving money and using everything in the fridge and pantry before going shopping again. Over the weekend we bought a week’s worth of food at our co-op and made dinner together. Inspired by fall, we cooked a big batch of risotto filled with wild mushrooms, lamb, and butternut squash. We cut up some meat and cheese to snack on while we cooked, drank some wine, and listened to jazz.

When I went into my fridge on Tuesday to make dinner, I had shiitake mushrooms, mild Vermont cheddar infused with sage, and butternut squash leftover. There was a carton of milk that needed to be used before it went bad. My pantry was full of pasta and Peter was in need of some comfort food after a rough weekend. I factored my own time in as well; the dishwasher needed to be unloaded and I had a swatch due for my knitting class on Thursday. I did not want to spend the next three hours cooking. So this easy, small batch, butternut squash and shiitake mushroom mac and cheese was born.

Mac & Cheese With Butternut Squash & Shiitake Mushroom
Pro tip: Boil your pasta while you’re prepping and sautéing the squash and mushrooms. It’s totally OK for the pasta to sit for a little while in the colander while things finish up. Shells are a good pick because they will trap some of the cooking water which will help keep them from sticking when it’s time to mix in your veggies. Feel free to leave out the shiitakes if mushrooms aren’t your thing or sub in whatever mushrooms you have on hand. 

Butternut Squash Mac & Cheese with Shiitake Mushrooms


1/2 lb large shell pasta
4 Tbs olive oil, divided
1/2 lb butternut squash, cubed into bite-sized pieces
1/4 lb shiitake mushrooms, cut into bite-sized pieces
2 cloves garlic, minced
1/4 tsp red pepper flakes
1/2 stick butter, cut up for easy melting
2 Tbs cornstarch
2 cups whole milk
2 oz mild cheddar with sage (use plain mild cheddar if you can’t find any with sage), finely grated
1/2 cup unseasoned breadcrumbs
Salt and freshly ground pepper to taste
1 Tbs minced chopped flat leaf parsley for finishing

  • Preheat oven to 375.
  • Bring a large pot of salted water to a boil. Cook the pasta until it’s just al dente – a little harder than you would eat it.
  • Drain and place in a medium dutch oven or baking dish.

Pasta for Mac & Cheese

  • Meanwhile, heat 2 Tbs of olive oil in a skillet over medium heat until just shimmering. Add butternut squash and season with salt, pepper, and the red pepper flakes. Cook, stirring occasionally until squash starts to turn golden brown.

Butternut Squash for Mac & Cheese

  • Add the shiitakes to the pan and cook until they are just tender, stirring occasionally.

Butternut Squash, Shiitake Mushrooms for Mac & Cheese

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family having dinner together

  • Add the garlic and cook until it’s fragrant, 2-3 minutes, stirring.
  • When the pasta is ready and in your Dutch oven or baking dish, stir the squash and mushroom mixture into the pasta to coat.
  • In a medium saucepan over medium-low heat, melt your butter.
  • Raise heat to medium and add cornstarch. Whisk until cornstarch is dissolved and mixture has considerably thickened. This is called a roux.

Butter & Cornstarch for Mac & Cheese

  • Add the milk, raise heat to high, and whisk continuously until the milk has come to a boil. Lower heat to a simmer. Continue whisking until the mixture thickens. You will both see and feel this happening.

Milk & Butter Roux for Mac & Cheese

  • Lower the heat a little more if you need to (like if you notice some scorching around the edges or if it’s simmering too hard), and add your cheese in batches. Whisk each addition until the cheese has been thoroughly incorporated into the milk and butter mixture.
  • Pour over pasta mixture in dutch oven or baking dish.
  • Cover and place in oven. Bake 20 minutes.
  • While the mac and cheese is baking, mix bread crumbs, remaining olive oil, salt and pepper in a small bowl with a fork until bread crumbs are evenly coated.

Breadcrumbs for Mac & Cheese

  • At the end of 20 minutes, uncover mac and cheese, sprinkle with bread crumbs, and return to oven until bread crumbs begin to turn golden and crispy – about 5 minutes.

Baked Mac & Cheese

  • Serve sprinkled with fresh parsley.
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