Charlotte Hancey shares with us a great way to sneak veggies into your kids mac ‘n’ cheese. This is also a perfect side dish for the holidays and comfort food for the cold months to come. You can find even more of her great recipes on her instagram @charlotte.shares. 

Butternut squash & bacon Mac ‘n’ cheese.

8-10 servings

prep time: 45 min 

cook time:15 min


  • 1 butternut squash-peeled, de-seeded, and cubed (about 6 cups)
  • 1 Tbsp. olive oil
  • 8 slices bacon, cut into 1 inch pieces
  • 1 cup shallots, finely diced
  • 1 stick (8 Tbsp) butter, divided
  • 4 tablespoons flour
  • 3 cups milk (1%, 2%, or whole)
  • 2 cups grated gruyere cheese, divided
  • 2 cups grated sharp cheddar, divided
  • 2 Tbsp fresh rosemary, chopped
  • 16 oz cavatappi pasta
  • 2/3 cup panko bread crumbs
  • 1/3 cup grated parmesan
  • kosher salt
  • Black pepper, freshly ground


  1. Preheat oven to 425 degrees. Prepare a 9X13 baking dish with butter or cooking spray. Heat a large pot of water over high heat for the pasta.
  2. Place cubed squash on a sheet pan. Drizzle with olive oil, salt and pepper. Place in oven to roast for 20 minutes or until pieces are fork tender. Using the back of a wooden spoon, mash half of the pieces (doesn’t have to be completely smooth). Leave on tray and set aside. 
  3. When water boils for pasta, add 2 Tbsp of kosher salt to the water then cook pasta according to package directions. Drain and set aside. 
  4. In a large skillet, cook bacon until crisp. Remove bacon and place on a towel-lined plate to drain. Drain all but 2 Tbsp of the bacon grease from the skillet.
  5. Turn the heat for th eskillet to medium then add diced shallots. Cook until translucent.
  6. Add 4 Tbsp. of butter to the shallots. Once melted, whisk in 4 Tbsp. of flour. Cook for about 1 minute until the flour starts to brown. Whisk in milk with a slow, steady stream and bring to a boil, stirring constanly.
  7. Once that thickens (coats the back of a spoon), add 1 1/2 cups of gruyere and 1 1/2 cups of cheddar. Add 1 tsp. of salt and about 1/2 tsp. of pepper. Stir until cheese is melted then turn off the heat.
  8. Add rosemary, bacon, butternut squash and drained pasta to the cheese sauce. Stir to combine. Pour mixture into the prepared baking dish.
  9. Melt remaining 4 Tbsp. of butter in a bowl. Add panko and Parmesan and stir to combine.
  10. Add remaining gruyere and cheddar to the pasta then sprinkle the panko mixture on top. 
  11. Bake for 10-15 minutes or until topping starts to brown.