The Pioneer Woman's Butternut Mac and Cheese

Yield: 12 servings
Calories: 334
Theme: Dinner
Rating:  This recipe has not been rated

The Pioneer Woman Ree Drummond teaches you how to turn comfort food into a healthy alternative by adding butternut squash to your mac and cheese to make it creamier and healthier. Vitamins A and C in the squash help you boost your immune system, and the gooey cheese will let you indulge without feeling guilty. This dish is an easy way to go back to your childhood dinner staples!


  • 12 oz macaroni
  • 1/2 butternut squash
  • 2 tbsp olive oil
  • 2 yellow onions, sliced
  • 8 tbsp butter
  • 2 tbsp flour
  • 2 cups whole milk
  • pinch salt and pepper
  • 2 cups grated sharp cheddar
  • 1/2 cup seasoned breadcrumbs


1. Cook the macaroni until al dente. Drain, rinse with cold water to stop the cooking process, and set aside.


2. Preheat the oven to 400 degrees. Cut a whole butternut squash in half lengthwise. Drizzle half the squash with olive oil and place it on a rimmed baking sheet, cut side up.


3. Roast it in the oven for 20 to 25 minutes until fork tender, watching it to make sure the surface doesn't get burned. Store the other half of the squash in the fridge for another use.


4. When the squash is roasted and tender, scrape out the flesh and mash it with a potato masher. Sprinkle it with salt and pepper and set it aside. 

5. While you're roasting the squash, add the onions and 2 tablespoons of the butter to a large, ovenproof skillet over low to medium-low heat. Stir occasionally, cooking the onions until they're deep golden brown. Move them to a plate and set them aside.

6. On the same skillet you used to cook the onions, melt 4 tablespoons of the butter over medium-low heat. Sprinkle over the flour and whisk it to make a thin paste. Cook it for 2 minutes, then whisk in the milk.


7. Cook it, whisking gently, for a couple of minutes or until slightly thick. Taste and adjust seasonings.

8. Turn the heat to low and stir in the mashed butternut squash. When it is warmed, stir in the cheese.


9. Keep stirring until the sauce is nice and hot, then stir in the macaroni. Taste and add more salt if needed. 

10. Melt the remaining butter and combine it with the breadcrumbs. Sprinkle the breadcrumbs over the macaroni and bake at 400 degrees for about 15 minutes, or until the crumbs are golden and the edges bubbly. 

Serve immediately!


Recipe provided by The Pioneer Woman, Ree Drummond at

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This recipe was recently featured in "The Pioneer Woman" Makes Comfort Food for Your Cravings.

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