Cheesy Beef & Butternut Squash Pasta Bake

Cheesy Beef & Butternut Squash Pasta Bake by The Two Bite Club

When I'm at the grocery store, I'm always on the lookout for whatever fruits and veggies are on sale.  This time I spotted big, beautiful butternut squash.  They only had monster sized ones, so I got the produce department to split one in half for me. (Did you know you can ask and they'll do that for you?  They usually will.  That way you're not stuck with way more than you need.) 

It wasn't on my list, so I wasn't sure what I was going to do with it, but I just had to have it.   I'd figure out the details later.  If you're going to impulse buy, I'd say vegetables are a good choice to splurge on!  Better than the bag of chips that was taunting me a few aisles over.  Ha!

So, it sat in my fridge for a few days.  I kept eyeing it and contemplated what I would make.  Should it be soup?  Or maybe oven roasted with herbs.  Perhaps a simple mash.  I just couldn't decide.

Then it hit me.  Mac and cheese.  I had seen it done before, but had never tried it myself.  But, I couldn't call it mac and cheese and serve it to my husband.  He's a creature of habit and would argue that what I was serving was definitely not mac and cheese if there was butternut squash in it.

That's when the creative juices started flowing.  I'd add beef.  That would work.  He loves meat.  It would take it out of the realm of mac and cheese and into a whole different category.  Problem solved...but, would it work?  Would it taste good?  It was worth a shot.  I was going for it.

So was born my Cheesy Beef & Butternut Squash Pasta Bake.  It was good.  Uniquely different, rich, hearty and fabulously good.  Win!

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  • 4 cups cubed butternut squash (1 small or ½ of a large one)
  • 2 tbsp olive oil
  • salt and pepper
  • 1¾ cups milk, divided
  • 2 tbsp butter
  • 3 tbsp flour
  • 1 tsp dried rosemary
  • 2 cloves of garlic, minced
  • 1 lb ground beef
  • 10 oz elbow macaroni (or whatever kind of pasta you have on hand)
  • 3 cups sharp cheddar cheese, shredded
  • ¾ cup panko breadcrumbs
  • 2 tbsp melted butter


1.  Preheat oven to 400°.
    2.  On a foil lined cookie sheet, spread the butternut squash in a single layer.  Drizzle with olive oil and season with salt and pepper.  Roast for 25-30 minutes, turning once halfway through cooking time.
      3.  While the squash is roasting, cook the pasta according to the package directions and brown the ground beef and garlic in a large frying pan.  Drain the grease from the meat.

        4.  When the butternut squash is done, puree it in your food processor with ¼ cup of milk until smooth.

        5.  In a large pot (I used my pot from boiling the pasta), melt 2 tbsp of butter over medium high heat.  Add the 3 tbsp of flour and whisk together to form a paste.  Cook for 1 minute while continually stirring.

        6.  Slowly add the 2 cups of milk, whisking constantly to avoid and lumps.  Boil until thickened.  Reduce the heat to low and add the butternut squash, rosemary and 1 cup of the shredded cheese to the pot.  Stir until fully incorporated.  Add the cooked pasta and beef to the pot.  Season with salt and pepper.

        7.  Spread half of the macaroni mixture into a greased 9 x 11 glass baking dish.  Top with 1 cup of the cheese.  Repeat with the remaining macaroni mixture and the last cup of cheese.

        Cheesy Beef & Butternut Squash Pasta Bake by The Two Bite Club
        8.  In a small bowl, toss the breadcrumbs with the melted butter.  Spread the breadcrumbs evenly over the casserole.  Bake uncovered for 30 minutes.

        • This would be and equally excellent vegetarian dish if you omit the ground beef.
        • Source: Inspired by Butternut Squash Mac and Cheese from Two Peas & Their Pod.
        • Shared over at Bobbi's Kozy Kitchen for Manic Monday Link Party.


          1. Yum! My husband made this tonight with acorn squash and a sharp cheddar/ gruyere mix and it was delicious. We loved it and our toddler did too.

            1. Sorry - I got cut off before I was done. Just wanted to add that this is a rich and satisfying dish that isn't overly dairy heavy. A keeper. We'll be making this again. Thanks for sharing.

            2. Hi ringo! Thanks so much for letting me know how this worked out for you. I'm so glad you and your family enjoyed it! I love that you subbed acorn squash (one of my faves!) and the addition of gruyere sounds amazing.


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