What’s better than homemade macaroni and cheese? The ultimate comfort dish that satisfies! Here’s a recipe that is creamy, rich and has a crunchy topping that is irresistible! (Awesome Gluten-Free option too.) Enjoy this well-tested Fall Mac and Cheese!
An Updated Fall Macaroni and Cheese
- Adding cubes of Butternut Squash and Apples makes for an interesting, updated Fall Macaroni and Cheese
- Choose an interesting pasta shape – like Italian Chiocciole
- Adding cubes of Butternut Squash and Apples makes for a delicious, updated Fall Macaroni and Cheese
- Successfully made with Gluten Free Pasta! I chose Penne

Creamy, Cheesy – YUM!

Ah – comfort food at it’s finest.
I’ve been making this classic dish for more years than I can count. My kids can attest to this recipe – a far cry from the boxed variety with its “dry cheese packet.” I chose years ago to make from mac-n-cheese from scratch (without the many unwanted preservative ingredients!)
Now, use the best ingredients and create the ultimate macaroni and cheese.
For Fall – I’ve added roasted cubes of butternut squash and apples. Just love how vegetables and fruits add a depth of flavor and interest – really… wonderful additions!
Let’s Get Cooking:

STEP 1: Make the Cheese Sauce

- In a 3 quart pot, melt butter, add flour; whisk 1 minute. Add ONE cup milk and salt, whisk as it thickens. Add remaining 3 cups of milk. Which will simmer for 5 minutes
- Off heat add 1 1/2 cups cheddar cheese and 1 1/2 cups gouda cheese – stir until melted. Save 1/2 cup cheddar for topping!
STEP 2: Add the Cooked Pasta, Butternut Squash & Apples into the Cheese Sauce in the pan

- Add cooked drained pasta to the pot, stir in. Also stir in the cooked butternut squash cubes and sautéed apples
- Spoon into buttered 9 x 13 inch baking dish
STEP 3: Add reserved 1/2 Cup Shredded Cheese on top – Lightly Broil – and Enjoy!

- Top with reserved 1/2 cup grated cheddar cheese
- Before serving – broil 4 – 5 inches from the heat, until JUST golden and a little crunchy. (No need bread crumbs or panko.)
- Serve and enjoy!

Ingredients do matter!
- I use Italian pasta… either regular (organic; extruded with bronze dies) ~
or gluten-free (organic; al dente texture.) I like Chiocciole shape or Penne. - Aged cheddar cheese will give the sharpest bite. Richer and nuttier than its younger counterparts. Look for a cheddar that is aged 3 years. I have also added a gouda cheese to the recipe.
- Feel free to try your favorite cheeses – but note how they melt, and the assertiveness of flavor – sharp is best in my opinion.
Enjoy this creamy, cheesy Mac & Cheese – fabulous with Fall additions (or without.)
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Karen’s Mac n Cheese with Butternut Squash and Apples

Equipment
- 1 large pot for cooking pasta
- 1 3 quart pot for cooking sauce; adding pasta
Ingredients
- 6 tablespoons unsalted butter, preferably organic
- 6 tablespoons regular flour, or gluten free
- 4 cups 2% milk
- 1 teaspoon sea salt
- 2 cups sharp cheddar cheese, 3 years aged… or at least 1 year – reserve 1/2 cup for topping
- 1 1/2 cups aged gouda cheese, (or use more cheddar)
- 12 ounces Italian Pasta, such as Chiocciole shape / die cut (For Gluten Free: such as Penne Rigate)
- 1/2 cup roasted, cooked butternut squash, chopped: 1/2 ” pieces
- 1/2 cup sauteed apples, chopped: 1/2 ” pieces
Instructions
- Roast cubes of Butternut Squash and Sauté Apples (how to below.)
- Cook 12 ounces pasta in plenty of salted water until al dente. Drain, stream cool water over until has cooled off. Leave in strainer in sink.
- Have ready a baking dish – I chose and oval sized one, about 13″ x 9″ – butter the bottom and sides.
Make Cheese Sauce:
- In a heavy 3 – 4 quart pot, gently melt butter. Add flour and stir with a wire whisk 1 minute over low heat.
- Add 1 cup of milk and sea salt, bring to a boil whisking. The mixture will thicken pretty quickly. Add the remaining 3 cups of milk. Bring back to a boil, whisking, then reduce to a simmer and cook 5 minutes over low heat, continuing to whisk; will thicken nicely without any lumps. Turn heat off.
- Add 1 1/2 cups cheddar cheese and 1 1/2 cups gouda cheese. Whisk until cheese has melted.
- Add drained pasta to the pot. Mix well with a spatula or wooden spoon. Add cubes of butternut squash and apples, mix in.
- Pour Mac n Cheese into butter baking dish. Preheat broiler – rack 4 – 5 inches from the heat source. Top with reserved 1/2 cup grated cheddar cheese.
- Broil – watching carefully until golden and a little crunchy on top. The flavor is wonderful when you let it develop a little color.
Roast Butternut Squash:
- Cut squash into small 1" cubes. Toss with neutral oil and roast in a hot 400 degree oven on a rimmed sheet pan, turning one until cooked through and a touch golden. Sprinkle with sea salt. Cut in smaller pieces if desired.
Sauté Apples:
- Peel and cut a tart apple into 1 " cubes. Add a small amount of butter to a stick proof skillet and sauté apples until they have softened and a touch golden. Cut in smaller pieces if desired.
- * I chose "Bionaturae" brand, crafted in Italy; traditional bronze die.
Notes
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.



