Looking for an amazing arm workout? Try tackling a giant butternut squash. Seriously—those things can be intimidating. I once bought a squash longer than my forearm and thicker than a wine bottle. I wasn’t sure how I’d even begin to cut it when I brought it home from the farm. How do you safely cut, peel, and seed a squash that size? And how does anyone stay calm while doing it?
Slowly and carefully.
I’ll admit I was nervous while slicing. There’s the peeling, the chopping, the scooping out of seeds—so many sharp edges and a real risk for slips. One loud-off-key song or a distracted moment and I could have ended up injured. The whole process had me wondering why I couldn’t just have someone else handle it.
And no, I’m not handing it off to my husband. I’d worry so much about him using a knife that I’d probably sabotage the effort with my anxiety. I’d leave the room to avoid stressing over it and then spend the entire time thinking about what might go wrong. I’m reassuringly rational, I promise.
Between the cautionary tales and the triumphs, I discovered that butternut squash pairs beautifully with brown butter. I seem to add brown butter to nearly everything lately, because it tastes incredible—the nutty, caramelized flavor really brings dishes to life.
If you’ve made a butternut mac before, you know how comforting it can be. Last year I made a roasted butternut baked penne with bacon and mascarpone that was a major crowd-pleaser. This time I wanted to simplify things and make the entire sauce in one skillet (you’ll still need a pot to boil the pasta). My goal was to lighten the dish enough that it could become a regular weeknight meal—perhaps even a daily favorite.
With the exception of cooking the pasta, you can complete the whole recipe in one oven-safe skillet. Cook the cubed squash until it’s very tender, then mash it smooth. Stir in milk, cheeses, and a little brown butter for richness, then fold in cooked pasta shells so every piece gets coated in the creamy sauce. Finish with extra cheese and breadcrumbs, then bake briefly to melt and brown the topping. If you’re impatient, you can skip the bake and just combine everything for an immediate, delicious meal—though piping-hot pasta can burn your mouth if you’re not careful.

Butternut Squash Shells and Cheese Skillet
4
to 6
30 mins
15 mins
Pin Recipe
Leave a Review »
Ingredients
- 3 cups uncooked whole wheat pasta shells
- 4 cups 1/2-inch cubed uncooked butternut squash
- 2 tablespoons olive oil
- 1/2 teaspoon salt
- 1/2 teaspoon pepper
- 1/4 teaspoon nutmeg
- 3/4 cup low-sodium chicken or vegetable stock
- 1 1/2 cups skim milkor unsweetened almond or coconut
- 6 ounces freshly grated fontina cheese
- 2 ounces freshly grated parmesan cheese
- 2 tablespoons unsalted brown butter
- 2 tablespoons fine breadcrumbs
- fresh chopped herbs for garnishsage, basil, cilantro, or thyme
Instructions
-
Preheat oven to 375°F. Bring a pot of water to a boil and cook the pasta according to package directions. Drain and set aside.
-
While the water heats, warm a large oven-safe skillet over medium-low. Add the olive oil, then the cubed butternut squash. Season with salt, pepper, and nutmeg. Pour in the stock, cover the skillet, and cook 15–20 minutes, stirring occasionally, until the squash is very tender and mashable.
-
Remove the lid and reduce heat to low. Mash the squash until smooth, using a potato masher or forks and smoothing with a spoon to remove lumps. Stir in the milk, 4 ounces of fontina, and all the parmesan. Cook, stirring, until cheeses melt and the sauce becomes smooth, about 5 minutes. If the sauce seems too thick or starchy, add more milk, 1/4 cup at a time, until you reach your desired consistency. Stir in the brown butter until incorporated and taste for seasoning.
-
Fold the cooked shells into the squash sauce, tossing thoroughly to coat. Top with the remaining fontina and the breadcrumbs, then bake for 15 minutes. For a bubbly, golden top, broil 1–2 minutes at the end of baking. Garnish with chopped fresh herbs and serve immediately.
Notes
Did you make this recipe?
If you try this at home, please share a photo and tag the original author on social media. I appreciate hearing how your skillet turned out and what herbs you chose for garnish.

Brown butter really transforms this dish—rich, nutty, and absolutely worth the extra step.