This Butternut Squash Mac & Cheese is everything you want in a fall side dish – velvety, cheesy, and just a little elevated. Roasted garlic adds depth, the butternut squash makes it naturally creamy and beautifully golden, and the Parmesan-panko topping gives every bite the perfect crunch. It’s kid-friendly, crowd-pleasing, and special enough for Thanksgiving or any cozy night in. Enjoy it straight from the oven with a drizzle of brown butter and a scatter of crispy sage for peak fall comfort.

If Thanksgiving feels overwhelming, I made a simple guide that walks you through the whole week.

Butternut Squash Mac & Cheese

• 12 oz cavatappi
• 2 cups butternut squash, diced into ½-inch cubes
• Olive oil
• 1 whole head garlic
• 2 tbsp butter
• 2 tbsp all-purpose flour
• 1 ½ cups whole milk
• ½ cup heavy cream
• 1–2 tbsp brown butter (optional but recommended)
• 1 tsp Dijon mustard
• ½ tsp smoked paprika
• ⅛ tsp cayenne (optional)
• ½–1 tsp salt, to taste
• ½–1 tsp lemon juice
• 1 cup sharp white cheddar, freshly grated
• 1 cup Gruyère, freshly grated
• Optional: ½ cup mozzarella for extra stretch

For the Topping:

• ¾ cup panko
• ¾ cup freshly grated Parmesan
• 2 tbsp melted butter
• Salt & pepper
• 1–2 tsp finely chopped fresh sage (optional for kiddos)

Crispy Sage

• 8–10 whole sage leaves
• 2 tbsp butter or olive oil

Directions:

1. Preheat oven to 450°F.
2. Spread the butternut squash on a lined sheet pan and drizzle with olive oil, salt, and pepper.
3. Slice the top ¼ inch off the garlic head, drizzle with olive oil, sprinkle with salt, wrap in foil, and place on the sheet pan.
4. Roast everything for 20–25 minutes, or until the squash is caramelized and tender and the garlic is soft.
5. Squeeze the roasted garlic from its skins into a small bowl and mash.
6. Set the roasted squash aside.
7. Cook cavatappi in salted water until al dente.
8. Reserve ¼ cup pasta water, then drain and set aside.
9. In a large pot, melt 2 tbsp butter over medium heat.
10. Whisk in the flour and cook for 1 minute.
11. Slowly whisk in the milk and cream until smooth.
12. Stir in the roasted squash, 3–5 cloves mashed roasted garlic, Dijon mustard, smoked paprika, cayenne (if using), salt & pepper, brown butter, and lemon juice.
13. Simmer for 2–3 minutes. For a smoother sauce, blend briefly with an immersion blender (optional).
14. Reduce heat to low and fold in the cheddar, Gruyère, and mozzarella (if using).
15. Add pasta water as needed for a glossy, silky consistency.
16. Add the cooked pasta to the sauce and stir until fully coated.
17. In a bowl, combine panko, Parmesan, melted butter, salt & pepper, and chopped sage.
18. Mix until the crumbs are evenly coated.
19. Pour the mac & cheese into a baking dish.
20. Sprinkle the Parmesan-panko topping evenly over the surface.
21. Bake at 375°F for 15–20 minutes, or until golden and bubbling.
22. Make the crispy sage: Heat butter or olive oil in a small skillet over medium heat. Add sage leaves and fry for 20–30 seconds, until crisp. Transfer to paper towels.
23. Before serving, top the mac & cheese with crispy sage leaves (I put them in one corner), extra Parmesan, black pepper, a light sprinkle of flaky salt, and a drizzle of brown butter (optional).

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If you want a calmer, more organized Thanksgiving this year, I created a full Thanksgiving Guide with a seven day plan, make ahead recipes, and hosting tips.

Check out some other fall recipes!

Hi I’m Teresa!

I’m a mom to three, a wife and a physician assistant. I also have a degree in Nutritional Sciences and I love sharing all things life with you! I am passionate about empowering you through education, sharing all my fave products and items that have made life better and creating content to give you value!