Butternut Squash and Bacon Mac and Cheese

We’re approaching the halfway mark to Thanksgiving, so why not do a little #TBT (Throw Back Thanksgiving!) post?  Kevin and I hosted this past Thanksgiving for my mom’s side of the family, and in my search for new belt-loosening inspiration, I came across this indulgent recipe for Butternut Squash and Bacon Mac and Cheese on Brown Eyed Baker.  I’ve always been a sucker for savory dishes with a hint of sweetness, but I also love naughty dishes that pretend to be healthy by adding a vegetable.  Ladies and gents, don’t make this if you’re looking for a healthy alternative to mac and cheese.  It’s mac and cheese. It’s not supposed to be good for you. That being said, this recipe is DELICIOUS and just as decadent as any good mac and cheese recipe.

Butternut Squash and Bacon Mac and Cheese
Butternut Squash and Bacon Mac and Cheese

Here is the recipe as adapted from Brown Eyed Baker:


  • 12 slices thick-cut peppered bacon, cut into ½-inch pieces
  • 1/2 butternut squash, finely diced
  • 1/2 yellow onion, finely diced
  • Salt and fresh ground pepper, to taste
  • 8 T unsalted butter, divided
  • 4 T all-purpose flour
  • 3 C whole milk
  • 8 ounces Gruyere cheese, shredded (about 2 cups), divided
  • 8 ounces sharp cheddar cheese, shredded (about 2 cups), divided
  • 16 ounces cavatappi pasta (or shaped pasta of your choice)
  • 1 C breadcrumbs (I like panko)


  1. Preheat oven to 400 degrees F. Butter a 9×13-inch casserole dish. Heat a large pot of water over high heat for the pasta; cover.
  2. In a 12-inch cast iron skillet (or other heavy, stainless skillet), fry the bacon until crisp. Remove the bacon to a towel-lined plate to drain. Pour off all but 2 tablespoons of the bacon grease.

  3. Adjust the heat to medium-low and add the butternut squash and onion to the bacon grease. Cook, stirring occasionally, until the squash and onion are browned and cooked through. Once cooked, use the back of a wooden spoon to mash up the mixture (it doesn’t have to be completely smooth – leave some chunks in for texture).

    Butternut Squash, Onions Cooking in Bacon Grease
    Butternut Squash, Onions Cooking in Bacon Grease
  4. Add the pasta to the boiling water and cook the pasta according to the box directions for al dente pasta (if your box doesn’t specify al dente, cook it for 1 to 2 minutes shorter than the time called for – it shouldn’t be cooked the whole way through). When the pasta is finished cooking, drain it in a colander.
  5. While the pasta is cooking, make the sauce. In a large saucepan, melt 4 tablespoons of the butter over medium heat. Once the butter has melted, whisk in the flour and cook for about 1 minute, until the flour starts to brown a bit and smells nutty, whisking constantly. In a slow, steady stream, whisk in the milk. Allow the sauce to come to a simmer.
  6. Once the sauce comes to a simmer, stir in 6 ounces each of the Gruyere and cheddar cheeses, adding a handful at a time and stirring with a wooden spoon until completely melted before adding the next handful. Season with salt and pepper and turn off the heat.

    Cheese Sauce
    Cheese Sauce
  7. Add the cooked, drained pasta, bacon and butternut squash mixture to the sauce. Stir with a wooden spoon until everything is completely combined and evenly distributed. Pour the mixture into the prepared casserole dish.
  8. Melt the remaining 4 tablespoons butter. In a small bowl, mix the melted butter with the breadcrumbs.
  9. Sprinkle the macaroni and cheese with the remaining shredded cheeses. Sprinkle the breadcrumb mixture on top of the cheese.

    Sprinkle with Bread Crumbs and Remaining Cheese
    Sprinkle with Bread Crumbs and Remaining Cheese
  10. Bake until browned and bubbly, about 15 to 20 minutes. Allow to sit for 10 to 15 minutes before serving.

This is definitely one of my favorite mac and cheese recipes, even better than Alton Brown’s.

2015 Thanksgiving Spread
2015 Thanksgiving Spread

Here was the menu line-up with links to recipes where applicable:


  • Crudité and Trader Joe’s hummus
  • Truffle mushroom crostini (I guessed at this, and it turned out well but I’ll have to try and retrace my steps in order to post a recipe for that later)
  • My Favorite Simple Kale Salad


  • Ham from Bristol Farms (courtesy of my mom)
  • Chicken Apple Sausage Cornbread Stuffing – this time using half sweet Italian and half spicy Italian chicken sausage instead of the chicken apple.  I actually think I like it better that way!
  • Brussels Sprouts and Bacon (tripled that recipe, without the kimchee).
  • This butternut squash and bacon mac and cheese
  • Zucchini casserole (courtesy of my aunt)
  • Mashed potatoes (courtesy of Kevin)



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