Servings: 12

Weight Watcher Smart Points: 34

Preparation Time: 0 Minutes

Cooking Time: 0 Minutes

Ready In: 45 Minutes


  • 3 cups fresh white bread crumbs
  • 1 stick of butter
  • 1 large butternut squash (about 2lb), peeled, seeded, and cut into 1-inch cubes
  • Pinch of cayenne pepper
  • 24 oz extra-sharp Cheddar, grated
  • 2 lb elbow macaroni
  • 1 cup all-purpose flour
  • 4 garlic cloves, chopped
  • 1 tsp ground nutmeg
  • 16 oz mild orange Cheddar, grated
  • Pinch of freshly grated nutmeg
  • ¼ cup chopped sage leaves
  • 1 tbsp salt
  • 2 quarts whole milk, scalded


  1. Preheat the oven to 400 degrees.On a cookie sheet, toss the squash with nutmeg, cayenne, salt, and a drizzle of olive oil
  2. Roast in the oven for 20 minutes, until the squash is tender and beginning to brown, but not falling apart.In the meantime, make the white sauce
  3. In a large pot, heat the butter over a medium flame until melted
  4. Whisk in the flour until fully incorporated
  5. Add the milk, turn the heat down to low, and cook, stirring occasionally with a wooden spoon until the sauce is thick, creamy, and coats the back of the spoon
  6. Off the heat, mix in the cheese.Cook the pasta according to package direction until 1 minute shy of al dente
  7. Drain and add to the cheese mixture along with the squash.Fold everything together carefully, and pour into one or two large baking dishes.Pulse the garlic, sage, and bread crumbs in a food processor and sprinkle over the top of the pasta.Bake in the oven for 30-40 minutes until the top is browned and the cheese is bubbling.

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