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Butternut Squash & Bacon Mac & Cheese

Butternut Squash & Bacon Mac & Cheese

Charlotte Hancey
Take your mac and cheese to the next level with this "grown-up" version featuring butternut squash, crispy bacon, shallots, creamy gruyere, and fresh rosemary.
5 from 5 votes
Prep Time 45 minutes
Cook Time 15 minutes
Total Time 1 hour
Course Main Course, Side Dish
Servings 8 servings


  • 1 butternut squash, peeled, seeded, cubed
  • 1 tablespoons olive oil
  • 8 slices bacon, cut into 1 inch pieces
  • 1 cup finely diced shallots
  • 1/2 cup (8 TB) butter, divided
  • 4 tablespoons flour
  • 3 cups milk, 1%, 2% or whole
  • 2 cups gruyere cheese, grated & divided
  • 2 cups sharp cheddar, grated and divided
  • 2 tablespoons fresh rosemary, chopped
  • 16 oz macaroni or cavatappi pasta, cooked according to box directions
  • 2/3 cup panko breadcrumbs
  • 1/3 cup parmesan, grated
  • kosher salt
  • freshly ground black pepper, to taste
  • Cooking spray


  • Preheat oven to 425 degrees. Prepare a 9×13 baking dish with cooking spray.
  • Place cubed squash on a sheet pan. Drizzle with olive oil, salt and pepper (to taste). Place in oven to roast for 20 minutes or until pieces are fork tender. Using the back of a wooden spoon, mash half of the pieces roughly. Leave on tray and set aside.
  • In a large, deep skillet, cook bacon until crisp. Remove bacon and place on a towel-lined plate. Drain all but 2 tablespoons of the bacon grease from the skillet.
  • Reduce heat to medium then add diced shallots. Cook until softened, about 3-5 minutes.
  • Add 4 tablespoons of butter to the shallots. Once melted, whisk in flour. Cook for about 1 minute or until the flour starts to brown. Whisk in milk with a slow, steady stream then bring to a boil, stirring constantly.
  • Once the sauce thickens, add 1 ½ cups of gruyere and 1 ½ cups of cheddar. Add 1 teaspoon of salt and about ½ teaspoon of pepper. Stir until cheese is melted then remove from heat.
  • Add rosemary, bacon, butternut squash and cooked pasta to the cheese sauce. Stir to combine. Pour mixture into the prepared baking dish.
  • Melt remaining 4 tablespoons of butter in a bowl. Add panko and parmesan then stir to combine.
  • Add remaining shredded cheese to top of pasta then sprinkle the panko mixture on.
  • Bake for 15 minutes or until topping starts to brown. Serve immediately.


  1. This is the kind of recipe that requires extra effort so it is HIGHLY recommended to prep everything in advance. Chop, shred, measure, etc and have it all ready before you start cooking. This will make your cooking experience more enjoyable and go much more smoothly!
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