Sometimes a recipe idea has an unexpected side benefit, and that was the case with this macaroni and cheese recipe I made for our Thanksgiving meal last year. Though I intended it a way to “sneak” a few more vegetables onto our plates— namely butternut squash and cauliflower— my husband surprised me with his assessment that this was “the best mac and cheese” I’d ever made! My memory tells me he may have said this about a few others as well, but still, it’s high praise!

Mac and cheese is a standout comfort food, and I love bending it into various flavor directions, which you already know if you’ve been following me for any length of time. It is the “comfort” in Comfort du Jour and was the first recipe I posted when I began this blog more than five years ago. Mac and cheese is in a category that I call “blank canvas foods,” open for suggestion and adaptation with endless possibilities or, should I say, “pastabilities?” 😉

I don’t usually include mac and cheese on the Thanksgiving table because it’s a dish that I make year-round and we have so many other seasonal dishes that demand space. Our guests would revolt if we didn’t have Les’s incredible garlic mashed potatoes or his cranberry sauce with Mandarin oranges. And Brussels sprouts of some variety are a must. But this mac and cheese feels unique with the butternut squash that brought a distinctively “autumn” flair. I can easily make a case for adding this to the list of Thanksgiving standards. Come along, and I’ll show you how easy it was to make!

Stand-ins for the squash

There are two substitutes that come to mind if butternut squash isn’t your thing or if it’s out of reach for any reason. Pumpkin and sweet potato each have similar texture and color, and either would work great here— just be sure they are cooked soft enough to puree smoothly. Canned pumpkin is a good option, and I made a savory pumpkin mac and cheese a few years ago that proves this point. 

Prepping the vegetables

Both the squash and cauliflower will be pureed, so I needed to cook them to full tenderness ahead of making the dish. My steamer insert doesn’t get much action, but it earned its keep this time, as I boiled the squash cubes and simultaneously steamed the cauli in the insert. Three cheers for only needing one burner! This took about 25 minutes. I pressed the squash through a mesh strainer and then blotted away excess moisture with paper towels. The cauli only needed to cool.

The cheese sauce

All my mac and cheese recipes begin the same way— with a roux. This simple mixture of butter (or oil) and flour creates a thickening base for whatever liquid you plan to use (in this case, milk). It’s one of the first important lessons I learned in my grandmother’s kitchen when I was barely even tall enough to reach the stove. While my butter melted and browned slightly, I tossed in some finely diced onion for flavor before adding the flour and, eventually, the milk. 

The cheese came next, beginning with a few ounces of American processed cheese. I know, I know, some say that this isn’t “real” cheese. But as Kenji López-Alt, one of my culinary idols, has said, it’s like saying that meatloaf isn’t meat. American cheese is just cheese that has been chemically adjusted with certain salts and stabilizers that prevent fat separation when you melt it. Using a little bit in my cheese sauce sets the stage for the other cheeses to remain more stable. In other words, it keeps my cheese sauce more creamy than gloppy! The other cheeses I used were gruyere, which I love for its nutty flavor, and sharp white cheddar. 

Do you see my secret weapon there? Roasted garlic adds incredible depth of flavor to a cheese sauce, and I squeezed out the entire thing into this one, plus the squash puree and (though I missed getting a picture of it) the tender steamed cauliflower. After whisking it all together, you can see that my sauce looks a little broken, but my immersion blender takes care of that! 

I started using this trick a few years ago and I’ve been very pleased with the smooth consistency of my cheese sauces. I highly recommend, though it isn’t a dealbreaker if you don’t have one. Try pureeing the squash, garlic and cauliflower in a bullet or regular blender with a bit of warm milk or cream before whisking it into the sauce. Be sure the components are cool first!

Putting it all together

Despite my efforts, sometimes I mess up and forget to take pictures at certain stages of making a dish, and that’s exactly what happened here. For a full rundown on how I finished this mac and cheese, check out the click-to-print recipe card at the end of the post. Here’s the Cliffs Notes version:

1. Cook the large elbow until al denté and stir in the cheese sauce while the pasta is hot.
2. Make some buttery toasted panko crumbs.
3. Sprinkle the crumbs on top and bake until the cheese is ooey-gooey and bubbly and the crumbs are crispy crunchy toasty. Because in my kitchen, it’s all about texture!

What’s happening in your kitchen this Thanksgiving? Let’s find out in the comments whether you’re sticking with the standards or adding something new to the repertoire! And what would cause a revolt in your family if you omitted it from the table?

Butternut Squash Mac & Cheese

• Servings: About 8
• Prep Time: 15 minutes
• Cook Time: About one hour
• Difficulty: Average
• Print

This was meant to be a way to sneak extra vegetables into my dish, but the squash and cauliflower actually gave this a terrific flavor. Use an immersion blender if you have one, to make the sauce extra smooth and creamy.

Ingredients

• 4 Tbsp. salted butter
• 1 cup diced sweet onion
• 1/2 tsp. kosher salt
• 3 Tbsp. all-purpose flour
• 2 1/2 cups whole milk
• Several grates fresh nutmeg
• About 1/4 tsp. white pepper
• About 4 oz. American cheese, shredded or cubed
• 8 oz. gruyere cheese, shredded (reserve some for the top)
• 6 oz. sharp cheddar cheese, shredded
• 1 cup butternut squash puree, pressed dry with paper towels
• 1 whole bulb roasted garlic
• Most of a box large elbow macaroni, cooked to slightly firmer than al dente
• 1 1/2 cups cauliflower mini florets, steamed until tender and smashed with a fork
• 1/2 cup unseasoned panko crumbs
• 1/4 cup grated Parm-Romano blend cheese (freshly grated)
• 2 Tbsp. butter

Note: If you don’t have an immersion blender, you can take a different route to achieve a smoother sauce. After the butternut squash and cauliflower have cooled to near-room temperature, add them to a blender with the roasted garlic and about 1/4 cup cream or milk. Blend until puréed and smooth, and then whisk this into the cheese sauce. Do not use a blender while these ingredients are hot, unless you remove the top vent cover. If you have a bullet-style blender, the mixture must be no more than lukewarm.

Want to work ahead? The vegetables can be prepped and cooked the day before, and you can make the mac and cheese ahead of time and refrigerate. Bake it cold, but give it a few extra minutes to heat through and become bubbly.

Directions

1. Melt butter over medium heat in a small stockpot. Add diced onion and salt and cook until the onions are tender and translucent, but not brown. Sprinkle in flour and cook, stirring constantly, until the roux is bubbly and golden in color. Pour in half of the milk and whisk until smooth and thickened; repeat with the rest of the milk.
2. Add the American processed cheese to the sauce, whisking until fully melted. This cheese will aid in achieving a sauce that is smooth and creamy rather than grainy. Add the gruyere and cheddar in handfuls, mixing and melting after each.
3. Whisk in the butternut squash puree, roasted garlic and tender cauliflower. The mixture will be slightly textured.
4. Use an immersion blender to puree the sauce directly in the pot. When it’s smooth and creamy to your liking, pour it over the cooked elbow macaroni and fold several times to coat the pasta. Be intentional about this step, so that the sauce has a chance to seep inside the hollow macaroni shapes.
5. In a separate small skillet, melt the two tablespoons of butter and toss the panko crumbs until they are toasted and golden. Season with salt and pepper, plus garlic or onion powder if you wish. Remove from heat and stir in the Parmesan.
6. Transfer the mac and cheese to a large baking dish. Top with the buttered crumbs and preheat the oven to 350° F, with the oven rack in center position. Bake the mac and cheese for about 30 minutes, or until bubbles appear all the way around th edge of the dish. Let rest for 10 minutes before serving.