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Butternut Squash Macaroni Skillet

This is one of our favorite fall comfort food meals. Butternut Squash Macaroni Skillet with creamy fontina cheese and sage browned butter crumb topping.

It’s a bit healthier than your typical mac and cheese

Butternut Squash Macaroni Skillet REV-13

I’ve been making this Butternut Squash Macaroni Skillet ever since I discovered it on Jessica’s blog three years ago. I made a few slight changes and after making it so many times, I felt that I just had to share it with you.

How to Cut Butternut Squash-10

I love butternut squash. I’ve always hating cutting it, but check out my tutorial on how to do that and you shouldn’t have any issues.

I’ve shared some butternut squash recipes with my Whole Wheat Butternut Squash Pancakes and Roasted Butternut Squash Bacon Pasta.

The pancakes are a great choice, especially if you’re a fan of pumpkin pancakes. The Roasted Butternut Squash Bacon Pasta recipe is out of this world delicious and you should definitely make it.

It is more labor intensive than this recipe since you’re basically making mac and cheese, then roasting the squash, and cooking the bacon before bringing all together in one ridiculously tasty dish.

It’s so worth it, but I don’t always have the time for all of the steps.

Butternut Squash Macaroni Skillet REV-3-dou-01

This recipe is different. It will use three pans, one to cook the pasta, one to cook the squash and one to brown the butter.

But if you have all of your ingredients prepped and ready to go, you can multitask your way through this in no time. Because everything ends up in one pan at the end, it sort of feels like a one pan dish to me.

The original recipe calls for 3 cups of pasta, but I hate having a little pasta left in a box, so I scaled the recipe up to use the whole box.

I may have mentioned it before, but leftovers are my jam. When I plan meals for the week, I like to plan at least one, if not two that will yield a second dinner.

My family doesn’t mind eating two of the same dinner in a row (especially if it’s something they love) and it gives me at least one night’s break from having to cook.

I try to keep a wide rotation of meals that are diverse so that we never get tired of any one recipe, which could happen fast if you’re doubling up for leftovers.

Butternut Squash Macaroni Skillet REV-4-duo-02

Because this makes a large quantity, you’re going to need a large pan.

I use a 12″ oven safe skillet, but you could make this recipe in a large soup pot and then transfer to a 13X9 or lasagna dish for the baking portion, if you don’t have that large of a skillet.

Or, cut the recipe in half if you don’t want to make the full amount.

Let’s talk about what’s in this skillet, specifically, let’s talk about the cheese.

This recipe uses fontina cheese. I remember my mother telling me fontina was one of her favorite cheeses. I think she could have existed on fontina, good bread and olive oil. (And coffee, yeah, she’d probably need some coffee.)

I didn’t pay much attention to her comments; I wasn’t doing a whole lot of cooking or food shopping at the time.

But here I am, years later, now finding it one of my favorite cheeses and I can’t even share the revelation with her :( Fontina is wonderful! It’s mild and nutty and creamy and melts like a dream!

Butternut Squash Macaroni Skillet REV-6

Why it’s better to shred your own cheese

You’re probably not going to find fontina pre-shredded in a bag, you’ll have to buy a wedge and shred it up. I like to shred all of my cheeses fresh.

Actually, I don’t like shredding cheese at all, but freshly shredded cheese is infinitely better than pre-shredded, so I buck up and just do it.

Pre-shredded cheeses have a coating on them to keep them from clumping together and that changes the texture and the flavor for me.

The freshly shredded fontina is mixed into the sauce and also used on top. This recipe has both macaroni and cheese in it but it’s not a super creamy mac and cheesy recipe.

It’s totally different. It doesn’t taste as heavy (because it’s not) and yet has this amazing buttery quality to it. Trust me, we’re talking total comfort food here…total comfort food that’s chock full of butternut squash.

Jessica’s recipe uses olive oil in the sauce, which I omitted along with the browned butter.

I still used the butter though; instead of mixing the browned butter into the sauce, I decided to fry some sage in it and then mix it with the bread crumbs so that the topping would be crispy and buttery and delicious.


About that sage…you’re not going to see it in the photos. Why? Because it disappeared. I bought it at the store along with my fontina and squash.

I brought it home. My husband unpacked the groceries and put them away. When I got to the step where I needed the sage, it was nowhere to be found. Nowhere. And I needed it now.

No time for a quick run to the store. Ugh! I was beside myself. I knew I bought it. My husband swears he saw it. We looked everywhere for it. I wanted it to be in the photos, I wanted it to be in the dish, but I was not going to abandon the shoot.

So, I had no sage to flavor the browned butter. No sage that got crispy on the top with the bread crumbs (angry pout.)

As a last ditch effort to get some into the shoot, I used some from our garden that was beyond its prime as far as flavor, but still pretty.

Butternut Squash Macaroni Skillet REV-11

Sage or no sage, the topping is everything! That’s why I love that this bakes right in the skillet. It gives you plenty of surface area to top so that no one needs to fight to get some of that golden, crispy, browned buttery perfection.

Oh, and a few days ago…which was about two weeks after I shot this post…my husband called out from the garage and said, “Hey, I found the sage!” Where?!?

(In the trunk of his car in a reusable shopping bag.) Hmphh! So I did buy it. He just didn’t unpack it.

Butternut Squash Macaroni Skillet REV-12

I knew it wasn’t me ;)

Butternut Squash Macaroni Skillet

Butternut Squash Macaroni Skillet

Yield: 8 -10 servings


  • 1 pound of uncooked elbow macaroni, about 4 cups I use Barilla Plus
  • 4 cups 1/2" -1" cubed uncooked butternut squash
  • 1/2 teaspoon salt
  • 1/2 teaspoon pepper
  • 1/4 teaspoon ground nutmeg, (I use freshly ground)
  • 1 cup low sodium chicken or vegetable stock
  • 2 cups milk, I use skim
  • 8 ounces freshly grated fontina cheese, divided (6 ounces for sauce, 2 ounces for topping)
  • 2 ounces freshly grated romano cheese
  • 2 Tablespoons unsalted butter
  • 6-8 fresh sage leaves, chopped or thinly sliced
  • 1/2 cup Italian seasoned breadcrumbs, use panko, if you can


  1. Preheat oven to 375 F.
  2. Prepare a large pot of water for the pasta. Once it comes to a boil, season it with salt to taste, then cook pasta according to package directions and drain.
  3. While the pasta water is coming to a boil, start cooking your squash. Place cut squash in a large oven safe skillet, at least 12" across, and season with the 1/2 teaspoon each salt and pepper and 1/4 teaspoon nutmeg.
  4. Add the stock, bring to a boil, then reduce heat to a simmer, cover and cook for 15-20 minutes until squash is tender enough to mash.
  5. While the squash is cooking, place the unsalted butter and sage into a small sauce pan over medium low heat. Whisk constantly. You'll see it get foamy and bubbly. Keep whisking until small brown bits appear in the bottom of the pan. Immediately remove it from the heat and keep whisking as the butter will continue to brown from the residual heat. Stir in the seasoned breadcrumbs until they are thoroughly coated and have soaked up the butter. You can add more breadcrumbs if you have additional butter that has not been absorbed. Set aside.
  6. When the squash is cooked and tender, turn the heat to low, remove the cover and use a potato masher or a fork to mash up the squash in the frying pan until you have a smooth mash with no chunks remaining.
  7. Add in the milk, 6 ounces of the fontina and all of the romano cheese, carefully stirring until all of the cheese is melted and the mixture has combined. Add your drained pasta and very carefully fold it into the squash mixture. Your pan will be full. I just use a large spoon to pick up sections and turn them over and over until it's fully mixed.
  8. Once it is thoroughly combined, use your spoon to even out the top. Sprinkle with the balance of fontina, then top with the browned butter bread crumbs.
  9. Put the uncovered skillet into the oven to bake for 15 minutes. Then, move the pan to a higher rack, switch the oven to broil for a couple of minutes to fully brown the top and insure the bread crumbs are crispy. Stand at the oven for the broiling process. It will go quickly.
  10. Remove from oven (don't forget to use an oven mitt on that hot handle!) and serve.


*Remember to use an oven safe skillet. And remember that the handle is hot. I always cover it with a pot holder when serving to remind me that it is hot.

*If you don't have a skillet large enough to hold the whole recipe, cook the squash in a large soup pot. Then, once your mixture is is ready to bake, pour it into a 13 X 9" pan, lasagna pan or other large sized baking/casserole dish.

*You can sub parmesan for the romano, but I believe the salty brininess of the romano complements this dish the best.

*While I love using fresh breadcrumbs, Italian seasoned are a pantry staple and so easy to grab for quick flavor. They are perfect in this dish. I only buy organic since many of the big brands have transfats and other undesirable ingredients.

*Leftovers can be reheated in the oven or microwave. I sometimes add a bit of milk before reheating to add back some moisture, if needed.

Recipe adapted from How Sweet It Is

The Merchant Baker Copyright © 2015

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Saturday 21st of July 2018

This looks delicious! I'm trying to go vegetarian a few days a week but I've been running out of vegetarian recipes. I'm excited to try this!


Saturday 21st of July 2018

Oh my gosh, Anna! It's so good! It's like comfort food central but not as splurgy as regular old mac and cheese. I hope you enjoy it!

Erin Williams

Wednesday 11th of November 2015

this is genius! I need to try this


Wednesday 11th of November 2015

It's really good and pretty easy to pull together, even on a weeknight!

Jared Graves

Wednesday 4th of November 2015

Wow! I would never have thought to make this combination of the butternut squash and mac and cheese. This looks amazing... I am looking forward to giving this one a try.


Wednesday 4th of November 2015

The butternut squash is perfect with the pasta and cheese. It's now a favorite along with Roasted Butternut Squash and Bacon Pasta which is based on a more traditional preparation of mac and cheese. This one is less of a splurge and a bit easier to make. You've got to give it a try!

Cyndi B

Wednesday 4th of November 2015

This looks so yummy. I can't wait to try it. Love your story. Last week I couldn't find the lipstick I bought. When my husband came home from work he said"missing something?" I never took it out of the shopping bag and my husband used the same bag to transport some supplies. His coworkers had a good laugh over "my husband's lipstick. Glad I'm not the only one who does these things.


Wednesday 4th of November 2015

Cyndi, it's so good...every time I make it, I think I seriously say out loud to my family, "This is sooo good, isn't it?" I hate losing your lipstick story!

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