Dutch Oven Butternut Squash Mac and Cheese

This is a rich mac and cheese that uses roasted butternut squash to make the cheese sauce extra creamy. The herb-butter cracker topping adds a nice crunch that contrasts with the smooth pasta underneath.

By Charlotte Everly-JamesFebruary 10, 2026

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Ingredients (~6 servings)

3/4 lb butternut squash, diced into 1″ cubes
1 Tbsp olive oil
3/4 tsp fresh thyme, finely chopped
3/4 tsp fresh sage, finely chopped
3/4 tsp salt
3/4 lb pasta shells
1/4 cup unsalted butter
3 Tbsp flour
2 1/4 cups whole milk
3/4 cup heavy cream
1/4 tsp ground nutmeg
3/4 tsp garlic powder
3/4 tsp onion powder
1 1/2 tsp mustard powder
3 oz cream cheese, room temperature
6 oz sharp cheddar cheese, shredded
6 oz gouda cheese, shredded
3 Tbsp parmesan cheese, freshly grated
Salt to taste

Cracker Topping

3 Tbsp unsalted butter
3/4 cup crushed Ritz crackers
1 garlic clove, finely minced
1/2 tsp fresh thyme
1/2 tsp fresh sage

Roast the Butternut Squash

Preheat your oven to 375F.

Toss the diced butternut squash with olive oil, fresh thyme, and sage; season with salt.

Place on a parchment-lined baking sheet and roast for ~20-25 minutes until fork tender.

Once cooked, transfer the squash to a food processor and blend until smooth.

With the processor running, slowly add the heavy cream to thin out the mixture until it’s the consistency of thick soup.

Cook the Pasta and Make the Roux

In your Dutch oven, cook the pasta shells until al dente according to package directions.

Drain the pasta, cover, and set aside.

In the same Dutch oven, melt the 1/4 cup butter over medium heat.

Once melted, whisk in the flour and cook for ~1 minute to make a blonde roux.

Build the Cheese Sauce

Slowly pour in the milk while whisking constantly to prevent lumps.

Whisk in the butternut squash mixture, followed by the nutmeg, garlic powder, onion powder, and mustard powder.

Bring to a low simmer and cook until slightly thickened, ~3-4 minutes.

Add the cream cheese a little at a time, whisking until smooth.

Remove from heat and gradually whisk in the shredded cheddar and gouda until completely melted.

The sauce should be smooth and creamy at this point.

Combine and Finish

Fold the cooked pasta into the cheese sauce until well coated.

Season with salt to taste – you’ll likely need ~1/2 tsp depending on your cheese.

Grate the parmesan directly over the mac and cheese.

Make the Herb Butter Cracker Topping

In a small skillet, melt the 3 Tbsp butter over medium heat.

Add the minced garlic, fresh sage, and thyme; cook until fragrant, ~1 minute.

Add the crushed crackers and stir to coat with the herb butter.

Cook for ~3 minutes until the crackers are lightly golden and toasted.

Sprinkle the topping over the mac and cheese and serve immediately.

The contrast between the creamy pasta and crunchy topping is what makes this work.