Creamy Fall Mac and Cheese with Butternut and Sage

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It’s a rich, creamy mac and cheese with a seasonal twist and a little surprise tucked inside—roasted autumn produce that adds both flavor and nutrients.

I never imagined I’d be adding green vegetables to my mac and cheese, but this version hits the comfort-food notes while sneaking in extra goodness. It combines tender pasta with roasted butternut squash and apple, pan-roasted Brussels sprouts and onion, and a silky cheese sauce that bakes to bubbly perfection.

The goal was simple: create a comforting casserole that celebrates fall flavors and adds a nutrient-rich punch. It worked so well I made the casserole multiple times to perfect it. Full disclosure: I’ve eaten a large portion of that dish myself, though I did share a few bites with Mr. How Sweet.

Mr. How Sweet tends to prefer plain noodles and cheese, so I wasn’t sure how he’d react. To my delight, he dove in before I finished photographing and loved it. Maybe my adventurous foodie ways are finally rubbing off.

Autumn Mac and Cheese

Ingredients:

  • 1 pound whole wheat pasta (shells work well)
  • 1/2 small butternut squash, peeled and cubed
  • 1 large apple, peeled and chopped
  • 1/2 sweet onion, chopped
  • 2 cups Brussels sprouts, chopped
  • 2 tablespoons olive oil
  • 1/2 teaspoon ground nutmeg
  • 1 tablespoon butter
  • 1 tablespoon all-purpose flour
  • 2 cups milk
  • 8 ounces cheese, grated (smoked cheddar suggested)
  • 1/2 cup grated Parmesan plus extra for topping
  • 1/4 cup panko breadcrumbs
  • Salt and pepper to taste

Instructions:

  1. Preheat the oven to 400°F (200°C).
  2. Toss the cubed butternut squash and chopped apple with 1 tablespoon olive oil, a pinch of salt and pepper, and 1/4 teaspoon nutmeg. Spread on a baking sheet and roast for about 25 minutes, turning once, until tender and lightly caramelized.
  3. While the squash and apples roast, heat a skillet over medium with the remaining 1 tablespoon olive oil. Add the chopped onion and Brussels sprouts with a pinch of salt and sauté for 6–8 minutes, turning frequently, until they are browned and tender.
  4. Bring a large pot of salted water to a boil and cook the pasta according to package instructions until just al dente. Drain and set aside.
  5. Reduce oven temperature to 350°F (175°C).
  6. Make the cheese sauce: In a medium saucepan, melt the butter over medium heat. Whisk in the flour to form a roux and cook briefly. Gradually whisk in the milk, then add the grated cheese in batches, stirring to melt and form a smooth sauce. Keep the heat at medium-low so the sauce thickens gently; it should still be pourable since it will firm up in the oven.
  7. Spray a large casserole dish with nonstick spray. Layer the cooked pasta, roasted squash and apples, sautéed Brussels sprouts and onion, and cheese sauce, mixing gently to combine everything evenly.
  8. Top the casserole with panko breadcrumbs and an extra sprinkle of Parmesan. Bake for 25–30 minutes, until bubbly and golden on top.

My favorite part is the crunchy crust on top—those crispy edges and golden breadcrumbs are irresistible. If you want to make it even more indulgent, stir in some cooked bacon before baking. Enjoy this cozy, flavorful twist on classic mac and cheese that brings autumn produce front and center.