Mixing butternut squash into your mac and cheese is not only delicious, it's also practical. The cooked squash serves as a binder to give the mac and cheese a nice uniform texture without having to make a roux. It’s as easy as cooking your squash, pasta and bacon, and then just mixing it all together with the cheese! The perfect twist on an old Thanksgiving side, this dish can be baked right away, or kept in the fridge for a few days. Best of all, it's portable and can be made ahead of time.


  • 1 large butternut squash (peeled and cut into 3/4 inch cubes)
  • 2 tablespoons olive oil
  • 1 cup milk
  • 8 ounces brie cheese (rind removed, broken up into 1 inch pieces)
  • 3/4 pound bacon (cut into 1/2 inch lardons (strips))
  • 6 ounces fontina (grated)
  • 6 ounces cheddar (grated)
  • 6 ounces asiago (grated)
  • 1 pound elbow pasta
  • salt and pepper to taste


1. Preheat oven to 450 degrees. Place the squash on a large sheet pan and season with salt and oil. Toss the squash to evenly coat. Roast the squash for about a half hour until tender, stirring once halfway through to prevent the bottom from burning.

2. Meanwhile, mix the milk and Brie in a large mixing bowl.

3. Bring a large pot of salted water to a boil for the pasta.

4. Cook the bacon in a large frying pan over medium heat until nicely browned, about 7-10 minutes, stirring often. Remove from the pan with a slotted spoon and transfer to a paper towel-lined plate to drain. Collect 2 tablespoons of bacon fat from the pan and add it to the bowl with the milk and Brie.

5. When the squash is done cooking, add it to the bowl with the milk, cheese and reserved bacon fat. Be sure to scrape any browned squash pieces from the bottom of the pan into the bowl as well.

6. Mash the squash with the milk and cheese lightly until mostly smooth but still a little lumpy. Stir in the fontina, cheddar and asiago.

7. Drop the pasta into the boiling water and stir well. Cook 3 minutes less than the package says, about 5 minutes. There should still be a slight crunch to the pasta. Reserve 1 cup of pasta cooking water before straining the pasta. Immediately add the strained pasta to the squash mixture and stir well to combine. Stir in the cooked bacon as well. Add 1/2 cup of the pasta cooking water, adding more water if mixture seems too thick.

8. Pour the pasta mixture into a 9X13 inch baking dish. If you are cooking this later, you can cool it in the fridge. If you are cooking it now, bake at 400 degrees for 15 minutes, followed by broiling it on high for 3-5 minutes to brown. If you are cooking it from the fridge, bake at 375 degrees for about 45 minutes and broil if needed to brown the top.