Cozy Fall Butternut Mac Cheese baked with golden topping

Cozy Fall Butternut Mac Cheese: The Ultimate Comfort Dinner

By:

Jessica

|

October 29, 2025

Last Updated

|

October 29, 2025

Cozy Fall Butternut Mac Cheese is the ultimate comfort food that practically gives you a warm hug in a bowl. Imagine creamy butternut squash blended with cheddar and Gruyère cheeses, all tucked around tender pasta and topped with a golden, crispy layer that’s just begging to be cracked with a fork. It’s fall comfort food done right—smooth, flavorful, and satisfying without being too heavy. Perfect for cozy evenings when the air smells like cinnamon candles and your couch is calling your name.

Whether you’re cooking for your family, or simply for yourself with a glass of cider on the side, this butternut mac and cheese recipe brings comfort, color, and a little joy to the table. Plus, it sneaks in a veggie or two (your kids don’t have to know that part). Cozy Fall Butternut Mac Cheese isn’t just a meal—it’s the season of fall served in a dish.

Table of Contents

What is Cozy Fall Butternut Mac Cheese?

Cozy Fall Butternut Mac Cheese is a creamy, dreamy twist on the traditional macaroni and cheese we all know and love. Instead of relying solely on cheese for that luscious texture, it adds a smooth purée of roasted butternut squash and onions that brings depth, natural sweetness, and a gorgeous golden hue. The butternut adds a subtle nuttiness that pairs beautifully with sharp cheddar and Gruyère, making each bite rich but not overpowering.

It’s that kind of comfort food that doesn’t just fill you up—it soothes your soul. What makes it stand out is its balance: creamy yet light, indulgent yet wholesome. The panko breadcrumb topping adds just the right crunch, transforming this dish from weeknight comfort to dinner-party-worthy. Think of it as mac and cheese that got dressed up in its fall sweater—cozy, delicious, and effortlessly charming.

Reasons to Try Cozy Fall Butternut Mac Cheese

If you’ve been craving comfort food that feels homemade but won’t keep you in the kitchen all day, Cozy Fall Butternut Mac Cheese is your answer. First, it’s incredibly easy to make—even if your multitasking skills are currently limited to sipping coffee while checking your email. The combination of butternut squash, cheddar, and Gruyère gives it a creamy texture that feels indulgent without being too rich. Second, it’s a sneaky way to add veggies to a family-favorite dish—perfect for picky eaters or anyone wanting to squeeze a little extra nutrition into their comfort food.

Third, it’s freezer-friendly and reheats beautifully, which makes it a smart make-ahead meal for busy nights. Pair it with roasted veggies or a crisp salad, and you’ve got a complete dinner that’ll have everyone asking for seconds. Plus, it’s vegetarian-friendly, making it a crowd-pleaser for all sorts of occasions, from cozy nights in to Thanksgiving sides.

Ingredients Needed to Make Cozy Fall Butternut Mac Cheese

  • 1 medium butternut squash (about 2 lbs), peeled, seeded, and cubed
  • 1 small yellow onion, diced
  • 2 cloves garlic, minced
  • 12 ounces elbow macaroni or small pasta shells
  • 2 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • 2 cups whole milk
  • 1 cup shredded sharp cheddar cheese
  • 1/2 cup shredded Gruyère cheese
  • 1/2 cup grated Parmesan cheese
  • 1/2 teaspoon salt (plus more to taste)
  • 1/4 teaspoon ground black pepper
  • 1/4 teaspoon ground nutmeg
  • 1/2 teaspoon dried thyme (optional)
  • 1/2 cup panko breadcrumbs
  • 1 tablespoon melted butter
  • 1 tablespoon chopped fresh parsley (optional)
Cozy Fall Butternut Mac Cheese ingredients on rustic table
Ingredients for Cozy Fall Butternut Mac Cheese ready for cooking

Instructions to Make Cozy Fall Butternut Mac Cheese

If you’re ready to turn your kitchen into a cozy fall haven, let’s dive into this Step by Step guide for making Cozy Fall Butternut Mac Cheese. Don’t worry—it’s simple, satisfying, and totally worth the few dishes you’ll use. This method ensures your mac turns out creamy, cheesy, and irresistibly comforting every single time.

Step 1: Roast the Butternut Squash and Onion

Start this Step by Step process by preheating your oven to 400°F (200°C). Line a baking sheet with parchment paper for easy cleanup. Peel and cube your butternut squash, then dice the onion. Toss both with a light drizzle of olive oil, salt, and pepper—just enough to coat them evenly. Spread everything out on your baking sheet so the pieces roast evenly instead of steaming. Roast for 25–30 minutes, until the squash turns golden and soft with slightly caramelized edges.

This roasting step deepens the flavor, giving your mac and cheese that subtle sweetness that makes it stand out. If you’re new to roasting veggies, my Sheet Pan Mediterranean Chicken and Zucchini shares helpful tips for achieving perfect caramelization every time.

Step 2: Cook the Pasta Just Right

While the squash roasts, bring a large pot of salted water to a boil. Add your pasta—elbow macaroni or small shells work best—and cook it until al dente. That means it should still have a tiny bite when you taste it; overcooked pasta can turn mushy once baked. Drain it and drizzle with a touch of olive oil to keep it from sticking together. Set it aside while you move on to the sauce. For more ideas on perfect pasta pairings, check out my Honey Pepper Chicken Mac and Cheese—it’s another crowd-pleaser that never disappoints.

Step 3: Blend the Butternut Squash Purée

Once your roasted veggies are done, transfer the squash and onions into a blender. Add the minced garlic and half a cup of milk, then blend until completely smooth and creamy. This silky mixture is what gives Cozy Fall Butternut Mac Cheese its signature rich texture. The trick here is to let the squash cool for a few minutes before blending—hot ingredients can build pressure in a sealed blender (and no one wants a butternut explosion). If you prefer a more rustic texture, you can also use a hand blender right in your saucepan.

Step 4: Make the Roux for the Sauce

In a large saucepan, melt the butter over medium heat. Sprinkle in the flour and whisk continuously for about a minute. This forms what’s called a roux, the base of your creamy sauce. Don’t skip this part—it’s what thickens everything to perfection. Slowly pour in the remaining milk while whisking constantly to keep the mixture smooth. Keep whisking for 3–5 minutes until it thickens slightly. If this is your first time making a roux, think of it like the secret foundation of creamy soups and sauces—just like the one in my Creamy Chicken Broccoli Casserole.

Step 5: Combine the Purée and Seasonings

Now it’s time to add that beautiful squash purée to your saucepan. Stir well to combine it with the roux. The color will shift to a soft golden hue that practically screams “fall.” Season it with salt, pepper, nutmeg, and thyme. These spices bring warmth and a touch of earthiness that pairs perfectly with the cheeses you’ll add next. If you love this kind of comforting flavor blend, you’ll also enjoy my Cozy Autumn Wild Rice Soup, which uses similar aromatic spices for that same cozy vibe.

Step 6: Melt in the Cheeses

Reduce the heat to low and add your shredded cheddar, Gruyère, and Parmesan cheeses. Stir slowly as they melt into the sauce. You’ll see it transform into a luscious, glossy cheese sauce that coats the back of your spoon. Taste it—if it’s not cheesy enough for your liking (no judgment here), sprinkle in a bit more cheddar. Using freshly shredded cheese instead of pre-packaged makes a huge difference; it melts more smoothly and adds better flavor.

Step 7: Combine Pasta and Sauce

Now comes the best part—mixing it all together. Pour your cooked pasta into the sauce, stirring gently so every piece is coated in that creamy, cheesy goodness. The Step by Step process might feel slow here, but trust me, taking your time ensures every bite is balanced and flavorful. If you want a touch of heat, a pinch of smoked paprika or cayenne adds a nice depth without overpowering the butternut.

Step 8: Assemble for Baking

Lightly grease a 2-quart baking dish, then pour your pasta and cheese mixture inside. Smooth it out evenly with a spatula. In a small bowl, mix panko breadcrumbs with melted butter and sprinkle it evenly over the top. The butter helps those crumbs toast into that irresistible crunchy layer everyone fights for. If you’d like a gluten-free version, check out my Gluten-Free Chicken Casserole for substitution ideas that work beautifully in baked dishes like this.

Step 9: Bake to Golden Perfection

Slide your dish into the preheated oven and bake for about 10–15 minutes, or until the top is bubbling and golden brown. The aroma filling your kitchen right about now will make you want to camp out by the oven door. Once it’s done, let it rest for 5 minutes—this short wait helps the sauce thicken slightly and makes serving easier.

Step 10: Garnish and Serve

Sprinkle chopped fresh parsley over the top for a pop of color and freshness. Serve warm, preferably with a side of roasted veggies or a crisp salad. Cozy Fall Butternut Mac Cheese tastes best straight from the oven, but it also reheats beautifully for lunch the next day. If you’re in the mood for a full comfort spread, pair it with my Cranberry Orange Glazed Turkey Breast or a bowl of Curried Chicken Soup for a cozy, autumn-inspired meal.

By following this Step by Step method, you’ll end up with a rich, velvety, perfectly balanced Cozy Fall Butternut Mac Cheese that feels like home in every bite. Whether it’s a weeknight dinner or a Thanksgiving side, this recipe proves that a simple pan of mac and cheese can be both comforting and nourishing—just the way Jessica from Nourish Well Recipes intended.

What to Serve with Cozy Fall Butternut Mac Cheese

Cozy Fall Butternut Mac Cheese shines as a main dish but pairs beautifully with roasted Brussels sprouts, a crisp green salad, or even a slice of crusty garlic bread. For heartier meals, try serving it alongside your favorite protein, like roasted chicken or baked salmon. It’s also a perfect side dish for your holiday table, adding color and comfort right next to the turkey and cranberry sauce.

If you’re in the mood for a full-on comfort spread, check out my Honey Pepper Chicken Mac and Cheese for another twist on classic mac, or cozy up with a bowl of Cozy Autumn Wild Rice Soup for a soup-and-pasta night that’s all about warmth and flavor.

Key Tips for Making Cozy Fall Butternut Mac Cheese

  1. Roast the squash well—this brings out its natural sweetness and deep flavor.
  2. Don’t rush the roux; that minute of whisking is what keeps your sauce lump-free.
  3. Shred your own cheese instead of using pre-shredded—it melts smoother and tastes richer.
  4. For extra crunch, toss your breadcrumbs with a pinch of garlic powder before sprinkling.
  5. Want to make it gluten-free? Swap the pasta and breadcrumbs with certified gluten-free versions.
  6. And finally, don’t skip the rest time after baking—it helps the sauce set perfectly before serving.

Storage and Reheating Tips for Cozy Fall Butternut Mac Cheese

Got leftovers? Lucky you! Store your Cozy Fall Butternut Mac Cheese in an airtight container in the fridge for up to 4 days. To reheat, pop it in the oven at 350°F for about 15 minutes, or microwave single portions with a splash of milk to bring back the creaminess. You can also freeze it for up to 2 months—just thaw in the fridge overnight before reheating. If you’re planning for meal prep, portion it into individual containers for grab-and-go lunches.

For more make-ahead comfort food ideas, check out my Creamy Marry Me Chicken Soup or Hamburger Potato Casserole, both perfect for cozy weeknights.

FAQs

Can I use frozen butternut squash? Yes! Just thaw and pat dry before roasting.
What cheese can I substitute for Gruyère? Swiss or Fontina work beautifully.
Can I make it dairy-free? Absolutely. Use almond milk and dairy-free cheese alternatives.
Can I add protein? Sure thing—try shredded chicken or crispy bacon bits for a flavor boost.
Is this kid-friendly? 100%! Most kids don’t even realize there’s squash in it.

Final Thoughts

Cozy Fall Butternut Mac Cheese is comfort food with a fall twist—warm, creamy, and full of flavor that feels like a hug from the inside out. It’s simple enough for a weeknight but impressive enough for guests. Whether you’re a busy parent or just someone craving a bowl of happiness, this dish will hit the spot. So grab your favorite sweater, pour yourself a glass of cider, and dig into a serving of seasonal joy.

Follow us on Pinterest for weekly slow cooker inspiration, or join the conversation over on our Facebook page where fellow food lovers share their favorite comfort meal.

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Cozy Fall Butternut Mac Cheese baked with golden topping

Cozy Fall Butternut Mac Cheese: The Ultimate Comfort Dinner

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  • Author: Jessica
  • Prep Time: 20 min
  • Cook Time: 40 min
  • Total Time: 60 min
  • Yield: 4 Portions
  • Category: Weeknight Dinners
  • Method: Baking
  • Cuisine: American
  • Diet: Vegetarian

Description

Silky butternut squash blends with cheddar, Gruyère, and a crispy topping for a comforting, autumn-inspired pasta dish that’s perfect for easy weeknight dinners.


Ingredients

Vegetables:

  • 1 medium butternut squash (approximately 2 lbs), peeled, seeded, and cubed
  • 1 small yellow onion, diced
  • 2 cloves garlic, minced

Pasta:

  • 12 ounces elbow macaroni or small pasta shells

Dairy:

  • 2 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • 2 cups whole milk
  • 1 cup shredded sharp cheddar cheese
  • 1/2 cup shredded Gruyère cheese
  • 1/2 cup grated Parmesan cheese

Seasonings:

  • 1/2 teaspoon salt, plus more to taste
  • 1/4 teaspoon ground black pepper
  • 1/4 teaspoon ground nutmeg
  • 1/2 teaspoon dried thyme (optional)

Topping:

  • 1/2 cup panko breadcrumbs
  • 1 tablespoon melted butter
  • 1 tablespoon chopped fresh parsley (optional)


Instructions

1. Preheat your oven to 400°F (200°C). Line a baking sheet with parchment paper. Toss the cubed butternut squash and diced onion with a drizzle of olive oil, salt, and pepper. Spread them in a single layer on the prepared baking sheet. Roast for 25–30 minutes, or until the squash is tender and lightly caramelized.

2. While the squash is roasting, cook the pasta in a large pot of salted boiling water according to package directions until al dente. Drain the pasta and set it aside.

3. Transfer the roasted butternut squash and onion to a blender. Add the minced garlic and 1/2 cup of the milk. Blend until the mixture is smooth and creamy.

4. In a large saucepan, melt 2 tablespoons of butter over medium heat. Add the all-purpose flour and whisk continuously for 1 minute to create a smooth roux.

5. Gradually whisk in the remaining 1 1/2 cups of milk, stirring constantly until the sauce thickens to a smooth consistency, about 3–5 minutes.

6. Stir the blended butternut squash mixture into the thickened sauce. Add the ground nutmeg and dried thyme (if using). Season with salt and pepper to taste.

7. Reduce the heat to low. Add the shredded cheddar, Gruyère, and Parmesan cheeses to the sauce. Stir gently until melted and smooth.

8. Gently add the cooked pasta to the cheese sauce, stirring carefully to coat evenly.

9. Pour the pasta and cheese mixture into a lightly greased 2-quart baking dish.

10. In a small bowl, combine the panko breadcrumbs with the melted butter. Sprinkle evenly over the top of the pasta in the baking dish.

11. Bake in the preheated oven at 400°F (200°C) for 10–15 minutes, or until the mac and cheese is bubbly and the topping is golden brown.

12. Garnish with chopped fresh parsley just before serving, if desired.


Notes

To make this dish gluten-free, use certified gluten-free pasta and breadcrumbs.

For a dairy-free version, substitute the milk and cheeses with plant-based alternatives like cashew cream and vegan cheeses.

The roasted squash purée gives this dish a natural sweetness and velvety texture—feel free to add a pinch of cayenne for extra warmth.

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