Butternut Squash and Spinach "Mac N' Cheese"

Consider this the adult version of macaroni and cheese. Made with pureed butternut squash, garlic and loads of spinach, it's my healthiest version of the beloved kid classic. 

butternut squash Mac and cheese

My three-year-old eats some pretty adventurous things for a toddler. Like most kids, she'll scoff at anything green and pick "weird" looking things out of perfectly fine dishes. However, if there's something she has decided she likes, she'll eat it in any form available. 

This is where my version of macaroni and cheese comes in. Girlfriend never had mac n' cheese until a friend ordered it at a restaurant when she was two and a half, and her mind was blown. It's now officially her favorite food. And I don't blame her—pasta with cheese sauce is the ultimate comfort food. But that weird orange sauce that most macaroni and cheese dishes are made of is not cheese. I don't know what it is, but it scares me.

I'm not sure where the idea for pureeing butternut squash into a cheese-like sauce came from, but I'm sure it's from some super creative vegan. I love vegans for that reason. However, I also love real cheese, so this version has that, too. 

What makes it healthier is the inclusion of a vegetable for the sauce and a handful of finely chopped spinach I throw in at the end. While my daughter wasn't thrilled about the green addition, she's happy to eat it because all the other elements are there. I also toss in some fresh broccoli, on occasion. 

To make this palatable for myself and my husband, I sprinkle in some red chili flakes before serving. It helps cut the sweetness of the squash and makes it feel a touch more grown up. It may or may not be one of my new favorite recipes, too. (Just don't tell my daughter. She thinks it's salad). 

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This recipe is much faster to make if you roast the squash ahead of time. You can do it up to one night prior. You'll need a high-powered blender for this recipe since you'll want the squash nice and smooth. For the adults, we like to sprinkle some red pepper flakes at the end. 


PREP TIME: 5 minutes COOK TIME: 45 minutes TOTAL TIME: 50 minutes


1  butternut squash
1 box shell pasta
2 tablespoons butter
1 onion, chopped
1 garlic clove, chopped
1/4 cup whole milk
2 tablespoons olive oil
1/4 cup shredded parmesan cheese
1-2 cups spinach, finely chopped
Kosher salt & freshly ground black pepper
Red pepper flakes, optional


  1. Heat the oven to 450°F. Place the whole squash on a pan and transfer to the oven. Cook until totally soft inside and the skin is lightly charred 30 to 35 minutes.

  2. Meanwhile, cook the pasta as per the cooking instructions on the box. Drain, toss with a little oil, and set aside.

  3. In the same pan used to cook the pasta over medium heat, melt the butter. Add the onion and garlic and cook until the onion starts to soften. Remove from the heat and let cool slightly, then transfer to a blender.

  4. When the squash is done, let cool slightly. Cut in half and discard the seeds. Scoop out the soft flesh and add to the blender with the onion and garlic. Add the milk and olive oil and blend on high until completely smooth.

  5. Return the butternut squash sauce to the pan. Over low heat cook for 5 minutes to let the flavors meld. Add the spinach and parm and stir to combine. Then, add the pasta cook, stirring, until combined, 3 to 5 minutes. Add salt and pepper to taste. Add red pepper flakes, if using. Serve!