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Home » Recipes » Side Dishes

Kale and Butternut Squash Mac and Cheese

By: Kathryn Doherty | Last Updated: Mar 5, 2025 | Published: Nov 2, 2016
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Kale and butternut squash mac and cheese is an easy, healthy and deliciously creamy side dish or vegetarian main that everyone’s sure to love!

A hand lifting up a scoop of a baked mac and cheese casserole with kale and butternut squash and a crunchy browned breadcrumb topping.


 

I hope you all had a safe and happy Halloween this week!

We enjoyed a little neighborhood party, with pizza and wine (bourbon for me, of course) and when it started getting dark, the kiddos dragged us away for trick or treating.

And now here we are in November and that seems to mean full speed ahead to the holidays. With Halloween just barely behind us, we’re already being bombarded by all things Christmas.

And poor lonely little Thanksgiving is getting lost in the shuffle.

Not in my house!

Sure, we maybe don’t have a ton of turkey decorations, not compared to our pumpkin and Christmas haul, but I do not decorate for Christmas until I’ve come out of my food coma from Thanksgiving.

Which can take days…

So since we’re in November and since that means the next holiday is Thanksgiving, I’m going to focus on that.

Starting with this kale and butternut squash mac and cheese that I'm utterly obsessed with.

A large pot with a smooth, creamy cheesy mixture.
A large pot with cooked pasta, pureed butternut squash and chopped kale on top of a creamy sauce before being mixed in.
A cheesy mixture of pasta and kale and butternut squash in a large dark pot.
A casserole dish with layers of shredded cheese and a breadcrumb topping being added to a mac and cheese mixture.

This veggie mac and cheese, you guys.

It’s everything I could ever want it to be. It’s loaded with vegetables, coated in a creamy, cheesy sauce and topped with buttery breadcrumbs that bake up nice and browned and crispy.

You won’t want to stop eating it.

And I won’t stop you!

So let's get cooking.

Close up of a scoop taken out of a white casserole dish full of a baked mac and cheese with kale and a golden brown breadcrumb topping.

Recipe Notes:

  • Pasta: You can use a small elbow pasta, a medium shell pasta, orecchiette or another small shaped pasta. Whole wheat or regular are both fine.
  • Cheese: My kiddos love just some classic cheddar cheese in their mac and cheese, but you could also do a combination of cheddar and Gruyere or cheddar and mozzarella. Or use an Italian style blend cheese.
  • You can prep this ahead of time. Make the mac and cheese through step 9. When you’re read to bake it, take it out of the fridge while the oven is pre-heating. Add the breadcrumb mixture, then bake, adding 5-10 minutes to the cooking time.
  • Want a bit of spice? You can stir in ¼ teaspoon cayenne pepper when you add the cheese and salt and pepper. You can also add some hot sauce at the table (I do this so the kids can have the un-spicy version).

This totally works on its own as a vegetarian main dish but you can also pair it will baked chicken or my balsamic pork tenderloin with thyme.

Or turkey, of course, if you're serving this at Thanksgiving

Kale and butternut squash mac and cheese is an easy, healthy and deliciously creamy side dish!

Finally, let's talk about how to store any leftovers.

(This makes a big batch - enough for 8 people as a side dish. Feel free to adjust the recipe up or down to suit your needs.)

Storage & Reheating Tips:

  • Leftovers: Leftovers, once cooled, can be stored in a covered container in the refrigerator for up to 4-5 days.
  • Reheating: You can reheat leftover single servings easily in the microwave, starting with about 45 seconds to a minute, then stirring and adding additional time until it’s nice and hot. The crunchy bits on top will be softer, but it’s still delicious. You can also reheat in a casserole dish in the oven but it takes longer to get really warmed through.
  • Freezing: Leftovers also freeze great! Simply let the mac and cheese cool down, then transfer to a freezer safe plastic bag or container, label it, and keep in the freezer for 4-5 months. Defrost it overnight in the fridge and then reheat in the microwave or in a small casserole dish (details above). The crunchy breadcrumb topping will lose its crunchy, but it’s still delicious.

I’ve also got this round-up of 45 Thanksgiving side dishes if you’re ALL about the sides like me.

And check out our favorites like classic green bean casserole and the best ever Thanksgiving dressing. We couldn't have the holiday without them!

And whether it’s for the holidays or just a delicious family dinner, I hope you’ll give this kale and butternut squash mac and cheese a try.

Enjoy!

XO,

Kathryn

Kale and butternut squash mac and cheese is an easy, healthy and deliciously creamy side dish!
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4.09 from 12 votes

Kale and Butternut Squash Mac and Cheese

Kale and butternut squash mac and cheese is an easy, healthy and deliciously creamy side dish that everyone’s sure to love!
Prep Time15 minutes mins
Cook Time30 minutes mins
Total Time45 minutes mins
Yield: 6 -8 servings

Ingredients

  • 1 (1 lb.) box macaroni
  • 1 bunch kale, stems removed and roughly chopped
  • 2 tablespoons unsalted butter
  • 2 tablespoons flour
  • 2 cups milk, 2% or skim
  • 3 cups shredded cheddar cheese, divided
  • 1 (10 oz.) package frozen butternut squash, thawed
  • ¾ teaspoon kosher salt
  • ½ teaspoon black pepper
  • ¾ cup plain breadcrumbs
  • 3 tablespoons unsalted butter, melted

Instructions

  • Preheat oven to 400.
  • Bring a large pot of water to a boil. Add a small handful of salt and add pasta. 
  • Cook pasta according to package directions. Add kale to the pot in the last 2 minutes of cooking.
  • Remove and drain macaroni and kale. Set aside.
  • In a large pot, melt 2 tablespoons of butter over medium heat. Add flour and cook for two minutes, stirring constantly.
  • Slowly add in milk, whisking constantly, until the mixture is smooth.
  • Add 1 ½ cups of cheese and stir until melted. Remove from heat.
  • Add cooked pasta, kale, butternut squash, salt and pepper to the cheese mixture and stir well to combine. Taste and adjust seasonings.
  • Transfer to a greased 2-quart casserole dish. Top with remaining 1 ½ cups of cheese.
  • In a small bowl, combine breadcrumbs with 3 tablespoons of melted butter and stir to combine.
  • Sprinkle breadcrumbs on top of casserole. Bake at 400 for 20 minutes, until hot and bubbly.

Notes

Pasta: You can use a small elbow pasta, a medium shell pasta, orecchiette or another small shaped pasta. Whole wheat or regular are both fine.
Cheese: My kiddos love just some classic cheddar cheese in their mac and cheese, but you could also do a combination of cheddar and Gruyere or cheddar and mozzarella. Or use an Italian style blend cheese.
You can prep this ahead of time. Make the mac and cheese through step 9. When you’re read to bake it, take it out of the fridge while the oven is pre-heating. Add the breadcrumb mixture, then bake, adding 5-10 minutes to the cooking time.
Leftovers: Leftovers, once cooled, can be stored in a covered container in the refrigerator for up to 4-5 days.
Reheating: You can reheat leftover single servings easily in the microwave, starting with about 45 seconds to a minute, then stirring and adding additional time until it’s nice and hot. The crunchy bits on top will be softer, but it’s still delicious. You can also reheat in a casserole dish in the oven but it takes longer to get really warmed through.
Freezing: Leftovers also freeze great! Simply let the mac and cheese cool down, then transfer to a freezer safe plastic bag or container, label it, and keep in the freezer for 4-5 months. Defrost it overnight in the fridge and then reheat in the microwave or in a small casserole dish (details above). The crunchy breadcrumb topping will lose its crunchy, but it’s still delicious.

Nutrition

Serving: 1serving | Calories: 431kcal | Carbohydrates: 37g | Protein: 18g | Fat: 24g | Saturated Fat: 14g | Polyunsaturated Fat: 8g | Cholesterol: 67mg | Sodium: 597mg | Fiber: 3g | Sugar: 7g
Tried this recipe?Leave a comment below or follow me on Instagram @familyfoodonthetable and tag me in your photo!
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Reader Interactions

Comments

  1. ALLIE

    November 02, 2016 at 7:38 am

    Mac and Cheese is a family favorite around here and I'm loving this healthier twist that's full of veggies.

    Reply
    • Kathryn

      November 02, 2016 at 9:39 pm

      Thanks Allie! It's a fun and delicious twist!

      Reply
  2. Tara | Treble in the Kitchen

    November 02, 2016 at 10:12 am

    Yum!! Love the addition of butternut and kale. Sounds like the perfect Blogsgiving treat!

    Reply
    • Kathryn

      November 02, 2016 at 9:40 pm

      Thanks Tara!

      Reply
  3. Liz

    November 02, 2016 at 1:23 pm

    This looks delicious! I am curious about the squash- once thawed, does it get pureed or heated up?
    Thank you!

    Reply
    • Kathryn

      November 02, 2016 at 9:43 pm

      Hi Liz! I buy a small box of frozen butternut squash that is already cooked and pureed. (It's Birds Eye and labeled cooked winter squash.) I thaw it in the microwave so it's heated through and ready to use in the recipe. I put it in a microwave-safe bowl, cover it and microwave for 4 1/2 - 5 minutes. Hope that helps!

      Reply
  4. Cheyanne @ No Spoon Necessary

    November 02, 2016 at 4:25 pm

    5 stars
    I DO follow you on FB, so I saw your babes all dressed up, and they were TOO cute!!! I especially loved the video of your son counting candy... now THAT is how you do it! 😉 Glad you guys had a great time! And I'm SO glad you don't skip holidays! I can't stand that... life moves fast enough without skipping ahead, ya know? Anyways, I am swooning over this mac n' cheese, girlfriend!! LOVE LOVE LOVE the kale and butternut addition! And I love that you baked it! I adore baked mac, but Boy won't touch it, so that means I get to eat this ENTIRE dish all by myself. Hello winning at mac n' cheese! <3 Cheers, friend!

    Reply
    • Kathryn

      November 02, 2016 at 9:44 pm

      Aww, thanks Cheyanne! And haha, yes, he was hilarious in his candy sorting strategy 😉 Glad you get to keep this all to yourself - I totally eat a big bowl of it by itself and call it dinner! XO

      Reply
  5. Sues

    November 03, 2016 at 9:03 am

    I love healthifying mac and cheese a bit and then making a great bigggg batch of it and eating it for lunch and dinner for days! This is a beautiful dish and so, so perfect for the upcoming chilly days!

    Reply
    • Kathryn

      November 04, 2016 at 1:40 pm

      YES! That's exactly what I do too - the leftovers are delicious!

      Reply
  6. LREVS

    November 21, 2016 at 1:52 pm

    How many does it serve? Nice to see a healthy mac & cheese

    Reply
    • Kathryn

      November 21, 2016 at 6:39 pm

      Hi! I'm all about a healthier version! This can serve 6-8 as a side. Hope you give it a try!

      Reply
  7. Daphne

    January 19, 2018 at 4:50 am

    I made this for dinner last night and me and my boyfriend loved it! I used fresh butternut squash that I roasted in the oven, since you don't get the frozen stuff here in Belgium, and I used Gouda cheese instead of cheddar because the one type of cheddar you can get here didn't look too appealing to me.

    Thanks for a lovely recipe! Looking forward to having leftovers for lunch 🙂

    Reply
    • Kathryn

      January 21, 2018 at 10:13 pm

      I'm so happy to hear you loved it Daphne - thanks for sharing!! Love those substitutions too! 😊

      Reply
  8. Anamika @ Supplement Crunch

    September 26, 2019 at 2:28 am

    This seems to be yummy! I'm curious in regards to the skillet - the moment thawed, does it get pureed or warmed up?

    Reply
    • Kathryn Doherty

      September 27, 2019 at 12:46 pm

      Hi, the butternut squash should be thawed from frozen and then it gets mixed into the cheese sauce, as per the instructions above. So it's warmed through initially and then bakes in the oven as well. I hope that helps!

      Reply
4.09 from 12 votes (11 ratings without comment)

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Hi there! I’m Kathryn Doherty, a cookbook author, mom of two, and devoted food and home cooking nut. I’ve got lots of easy recipes to help you get delicious food on the table for your family!

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