Butternut Mac and Cheese with Bacon

Mac and Cheese is the epitome of comfort food.  And this Butternut Mac and Cheese with Bacon and caramelized onions take it one step further with extra flavor and nutrition.

Butternut mac n cheese

Winter is the season for comfort food.  Like this tasty Butternut Mac and Cheese with Bacon. 

And in keeping with it’s comforting nature, it’s really no challenge to make. Just cook up the bacon and onions, make an easy cheese sauce and pasta, combine in a casserole and put in the oven to brown.  Before you know it, you’ll be enjoying dinner while the day’s stresses fade. 

Yes, creamy and flavorful, Butternut Mac and Cheese can help you through a challenge.  And did I mention the bacon? 

Butternut mac n cheese

Why You’ll Love This!

Tasty.  I used a creamy and flavorful cheddar, which paired beautifully with smoky bacon and caramelized onions. 

A Little Healthier (shh).  Made with whole wheat pasta and butternut squash, this may not be health food, but it’s closer. I’ll never tell.

Warming and comforting.  With pasta, cheese and bacon, this ticks off three of the big boxes of comfort food!  

mac and cheese on table

What You’ll Need

Ingredient Notes

  • Whole wheat elbow macaroni.  You can use another shape of pasta or white pasta.
  • Butternut squash.  Adds flavor and nutrition.
  • Milk.  This is the main part of the sauce.
  • All-purpose flour.  Flour helps the sauce thicken.
  • Cheese.  This makes the dish cheesy. I prefer a flavorful cheese but go with mild if you prefer, as long as it melts well.
  • Bacon.  This adds flavor to the dish.
  • Butter.  This adds moisture to the sauce and helps the topping get crisp and brown.
  • Onion.  These add flavor to the dish.
  • Panko bread crumbs.  This provides a crunchy topping

Special Tools

  • no special tools are needed.

Step by Step Directions

Preheat the oven to 400 degrees F.  Cook pasta according to package directions and drain.  Set aside.
 
Prepare the bacon and onions.  In a large skillet, cook the bacon until crisp; drain on paper towels and set aside.
cook bacon
 
Pour off all but 1 tablespoons bacon drippings. Add onions to skillet, cover, and cook until onions are soft.  Deglaze pan with a bit of water to get off cooked bacon bits and continue cooking until onions are golden brown, adding some extra water and deglazing again if pan gets dry.  Set the onions aside. 
cook onions
 
Make the cheese sauce. In a Dutch Oven that is stove top and oven safe (or in a large saucepan) on medium heat, stir together 1/4 cup butter and flour until smooth. Whisk in the squash and milk and bring to a boil over medium high heat, stirring until thickened.  Add in the grated cheese and stir until melted. 
make cheese sauce
 
Add the onions and pasta to the squash-cheese mixture. Crumble in the bacon.  Toss well to combine, then transfer to sprayed baking dish if needed.  (If you prepared the cheese sauce in a stove top and oven safe Dutch oven you can keep it in that.)
 
combine all

Mix breadcrumbs with melted butter. Sprinkle over pasta mixture.

top with breadcrumbs

Bake, uncovered, until top is browned, about 10 minutes. Cool 5 minutes.  Makes about 8 servings.

How to Serve

Mac and cheese is a fun and versatile dish.  How many foods work both as an entrée and a side—or even an “ingredient” in another recipe!

If serving as a main dish, I would pair this with a nice casual salad—or even two!  Some good candidates would be this Kale and Brussels Sprout Salad or this Classic Carrot Raisin SaladAsian-Inspired Broccoli Slaw or Broccoli Waldorf Salad would also work well. 

Mac and Cheese is also a trending side dish.  Use it anywhere you need a starchy side like with a hearty soup, or a meat entrée such as a pork chop.

And don’t forget that you have the option to use it in another dish—which works especially well for leftovers.  I’d consider the kid-pleasing mac and cheese pizza.  And my husband recently got a pulled pork sandwich topped with mac at a local bar.

butternut mac and cheese served

Variations

Make it with squash cubes.  The original recipe had squash cubes instead of puree.  I switched to the puree because, well, I hate cutting a whole squash into cubes and it’s so much easier to just roast and scoop out the flesh.  Or even open a can. 

But if I were buying my squash at the store instead of off the farm, I’d consider doing the cubed version.  In that case, you simmer the squash cubes in the milk, then when tender, continue making the cheese sauce.  Instead of butternut blended throughout, you’ll get pops of butternut flavor when you bite into a cube. 

Keto Mac and Cheese.  If you love mac n cheese but are watching your carbs, I have a delicious cauliflower mac n cheese that you might consider.  It’s super tasty and even has a similar bacon-y goodness!

Butternut squash on farm

Leftovers

Store leftovers, covered in the refrigerator and eat within 3-5 days. This can be reheated in the oven, or scooped out into a bowl and heated in the microwave. 

This recipe makes a lot so you might get a second meal out of it.  Or take a look at the serving suggestions above for other great ideas.

Many people would freeze leftovers, though I personally feel the quality suffers some, managing to get both drier and mushier.  But your homemade frozen may still be better than the boxed versions, so feel free to give it a try and judge for yourself.

butternut mac n cheese

Tips & FAQs

What types of cheese is good for mac and cheese?  There are two important traits for the selection of cheese for this recipe.  The first is meltability since the cheese won’t make a good sauce without it.  The second is flavor, which is somewhat up to individual taste.  Picky kids might prefer something very mild, while gourmet loving adults would push for more intense flavor like an aged cheddar or smoked gouda.

Does it matter if I use white or whole wheat pasta?  Although it’s ultimately up to you, I would suggest you consider whole wheat or other whole grain pasta.

In an article in Bicycling, registered dietitian Natalie Rizzo says, ”refined grains have been shown to spike your blood sugar and insulin levels because they’re digested much more quickly than complex carbs. They’re also not as filling as complex carbs, so you’re more likely to consume more calories”. Whole wheat also has more fiber and some extra minerals like magnesium and zinc (same source).

If you think you don’t like whole wheat pasta, you might want to try a couple different brands before giving up.  I did that a couple decades ago (back before there were so many options) after I found the first tries strong flavored and mealy.  I kept trying, however, and ended up loving Bionaturae brand (not sponsored).

close up of butternut mac and cheese

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Butternut Mac and Cheese

Butternut Mac and Cheese

Tasty Butternut Mac and Cheese with Bacon and Caramelized Onions takes comfort food one step further with a little extra flavor and nutrition.
5 from 1 vote
Prep Time 10 mins
Cook Time 45 mins
Total Time 55 mins
Course Main Dish
Servings 8
Calories 608 kcal

Ingredients
  

  • 12 ounces whole wheat elbow macaroni
  • 1 large butternut squash cooked (or 1 can butternut squash)
  • 2 3/4 cups skim milk
  • 1/4 cup all-purpose flour
  • 8 ounces cheese shredded (2 cups)
  • 1/4 cup butter or olive oil
  • 8 ounces bacon
  • 1 onion large, sliced or chopped

Topping

  • 2 cups panko bread crumbs
  • 2 tablespoons butter melted

Instructions
 

  • Preheat the oven to 400 degrees F.
  • Cook pasta according to package directions and drain.  Set aside.
  • Prepare the bacon and onions.  In a large skillet, cook the bacon until crisp; drain on paper towels and set aside. Pour off all but 1 tablespoons bacon drippings. Add onions to skillet, cover, and cook until onions are soft.  Deglaze pan with a bit of water to get off cooked bacon bits and continue cooking until onions are golden brown, adding some extra water and deglazing again if pan gets dry.  Set the onions aside.
  • Make the cheese sauce. In a stove top and oven safe Dutch oven on medium heat (or in a large saucepan), stir together the 1/4 cup butter and flour until smooth. Whisk in the squash and milk and bring to a boil over medium high heat, stirring until thickened.  Add in the grated cheese and stir until melted.
  • Add the onions and pasta to the squash-cheese mixture. Crumble in the bacon.  Toss well to combine, then transfer to sprayed baking dish if needed.  (If you prepared the cheese sauce in a stove top and oven safe Dutch oven you can keep it in that.)
  • Mix breadcrumbs with melted butter. Sprinkle over pasta mixture.
  • Bake, uncovered, until top is browned, about 10 minutes. Cool 5 minutes.  Makes about 8 servings.

Nutrition

Calories: 608kcalCarbohydrates: 63gProtein: 23gFat: 31gSaturated Fat: 15gPolyunsaturated Fat: 3gMonounsaturated Fat: 10gTrans Fat: 0.4gCholesterol: 72mgSodium: 593mgPotassium: 696mgFiber: 3gSugar: 8gVitamin A: 10697IUVitamin C: 21mgCalcium: 409mgIron: 3mg
I am not a health professional and nutrition data is calculated programatically. Accuracy may vary with product selection, calculator accuracy, etc. Consult a professional for the best information.
Tried this recipe?Let us know how it was!

Updated from post dated October 23, 2013.

24 thoughts on “Butternut Mac and Cheese with Bacon

    1. Inger Post author

      Thanks Grace. Even better my daughter practically begged to have it for dinner again tonight after eating it, hmmm, three nights last week?

  1. Kathy

    Oh does this look amazing!! I love butternut squash and mac-n-cheese so I know I would love it! Have a great weekend, Inger!

    1. Inger Post author

      Thanks Kathy–I am a real winter squash lover myself! Hope your weekend is going well!

  2. Louise

    Oh Inger! I’m delighted that the stars aligned in our favor! Just look at what you’re bringing to the Pasta Party! It doesn’t look at all dry to me, it looks delicious! The flavors sing Autumn and who can resist a comfy dish of Mac N’ Cheese, lol…

    Thank you so much for sharing…I’m so glad you made it in time for World Pasta Day. Your number for your entree is #24, Good Luck!

  3. Karis

    I failed miserably the one and only time I attempted homemade mac & cheese. Smoked Gruyere sounds like a great addition and I love the idea of mac & cheese with squash in it.

    1. Inger Post author

      I had so much cheese frozen from the American Cheese Society conference that I didn’t want to buy any more. So I just did my own blend of three cheese–two with a lot of flavor and one that I knew was an exceptional melter. That worked fine though if you leave out the bacon the smokiness from a cheese might be more significant.

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