Healthy Mac and Cheese

Scooping butternut squash mac and cheese from a casserole dish.

Look no further for the best veggie mac and cheese. This one has it all — a creamy, cheesy butternut squash gratin with al dente pasta and tender blanched kale topped with a buttered crumb crust. Kale and butternut squash may seem an unlikely pairing, but in this healthy mac and cheese casserole, they’re absolutely delicious. You can roast your own butternut squash or use canned for this easy squash and kale mac and cheese. You can eat the mac and cheese directly from the pot, or bake it in a casserole with toasted breadcrumbs. Either way this healthy butternut squash recipe is dee-licious.

Ingredients For Healthy Mac and Cheese

  • Butternut Squash
  • Butter
  • Flour
  • Dry Mustard (optional)
  • Kosher Salt
  • Milk
  • Cheese (can use Cheddar, Monterey Jack, Colby Jack, Gruyere, Mozzarella)
  • Kale
  • Sourdough Bread
  • Parsley

This butternut squash gratin starts with pureed squash. I prefer to make my own as its fairly simple and most of the work is done by the oven and food processor. However, if you’re pressed for time, you can use canned pumpkin instead… or thaw a bag of frozen butternut squash chunks and puree them in the food processor.

Making a roux with melted butter and flour.

The best part about this butternut squash and kale mac and cheese is the creamy cheese and butternut sauce that clings to the macaroni and enrobes the kale. I could seriously eat it by the spoonful, but it’s even better in the kale and butternut squash gratin. The bright orange of the butternut squash adds a subtle sweetness to the luscious cheese sauce — and also adds a vibrant orange hue. I swear, it looks just like Velveeta.

To Make Veggie Mac and Cheese Sauce

  1. Melt butter in a saucepan over medium high heat.
  2. Add flour, dry mustard and salt and whisk together until it’s thick and pasty and the flour mixture is bubbly.
  3. Add milk a little at a time, stirring well to combine after each addition.
  4. Continue to cook, stirring constantly, until the sauce comes to a boil. Stir the sauce while it simmers for one minute, then remove it from the heat.
  5. Stir in the grated cheese until it’s melted.
  6. Add the butternut squash purée and stir to combine.
The butternut squash cheese sauce.

What did I tell you? VELVEETA! If I didn’t know better, I’d think this came from a box for sure. In fact, when my husband peered into the pot, he gave me an accusing “Cheater-Cheater” look and checked the trash can for the evidence that I was using a prepackaged mix. Nope.

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Blanching fresh kale leaves with the cooked macaroni noodles.

I use elbow macaroni and plain curly kale in this butternut squash gratin. I think the elbow macaroni gives the healthy mac and cheese a traditional look and the curly kale holds up to the quick blanch and stays vibrant green. If you are on a gluten-free regimen, you can substitute your favorite gluten-free pasta, but look for short tubes like elbow macaroni, penne, even small shells so that the cheese sauce can cling and ooze into the cavities.

After straining the kale and macaroni, add them back to the pot.

How To Make Kale Mac and Cheese

  1. Bring a large pot of water to a boil.
  2. Add salt
  3. Stir in the pasta and cook according to package directions.
  4. NOTE: If you’re serving this like a skillet side dish, cook the pasta to al dente. If you’re planning to bake it in a casserole dish, cook the pasta to just before al dente (it will continue to cook in the oven).
  5. A few minutes before the pasta is ready, stir in the chopped kale and finish cooking until the pasta is ready.
  6. Drain the kale and macaroni well in a colander before transferring it back to the pot.
  7. Add the butternut squash cheese sauce and stir well to combine.
Stir in the butternut squash cheese sauce to the kale and macaroni.

If you just can’t wait to eat, feel free to serve the squash and kale mac and cheese directly from the pan. However, if you have a little more willpower, transfer the butternut squash gratin to a casserole dish and set the oven to 375°.

Layer the healthy mac and cheese in a casserole dish.

Every casserole can benefit from a crunchy, golden topping, right? Instead of using dry breadcrumbs from a canister, I make my own fresh, herb buttered breadcrumbs in about 30 seconds with a mini food processor. They’re way better than those shelf-stable wannabes and they add just the right texture and crunch.

Making Buttered Breadcrumbs

  1. Break the bread into a few chunks and transfer to the bowl of a mini prep food processor.
  2. Add a sprig or two of parsley and a pat of butter.
  3. Pulse several times until crumbs form.
Top the casserole with fresh breadcrumbs.

Garnishing Veggie Mac and Cheese

  1. Sprinkle the buttered breadcrumbs over the butternut squash gratin.
  2. Bake for about 15 minutes to warm the casserole and crisp and brown the breadcrumbs.
  3. Serve immediately.
Baked healthy mac and cheese with a crispy breadcrumb topping.

More Mac and Cheese Recipes:

Serving the healthy butternut squash mac and cheese on a plate.

More Healthy Casseroles:

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Healthy mac and cheese with butternut squash and kale.
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5 from 6 votes

Healthy Mac and Cheese (Kale and Butternut Squash Gratin)

A hearty vegetarian main or delicious side dish made with healthy ingredients.
Author: Lisa Lotts
Course Main Course, Side Dish
Cuisine American
Keyword blue cheese, butternut squash, kale, macaroni and cheese, pasta
Dietary Restrictions Vegetarian
Prep Time 30 minutes
Cook Time 30 minutes
Total Time 1 hour 5 minutes
Servings 8


  • 1 small butternut squash (or 1 cup canned pumpkin – not pumpkin pie filling)
  • 2 tablespoons butter
  • 2 tablespoons flour
  • 1 teaspoon dry mustard optional
  • 1 teaspoon kosher salt
  • 2 cups milk
  • 1 cup shredded cheddar cheese can also use, monterey jack, colby jack, mozzarella or gruyere.
  • 4-5 cups curly kale about 3-4 large leaves, tough stems removed, roughly chopped
  • 2 cups dry macaroni or other short tubular pasta

For Breadcrumb Topping:

  • 1 slice sourdough bread crusts removed
  • 1 teaspoon chopped fresh parsley
  • 2 teaspoons butter


  • Heat the oven to 400°. Lay a piece of foil or parchment paper on a baking sheet. Spray with vegetable spray and set aside.
  • Slice the butternut squash in half vertically and scoop out the seeds. Place the two halves of the squash flesh side down on the prepared baking pan and roast for 25-30 minutes or until skin is dark and blistered and flesh is tender and soft. Remove from oven and set aside to cool.
  • Once the squash is cool enough to handle, scoop out the flesh and transfer to a mini food processor or mash with a potato masher or the back of a fork. Measure out about 1 cup of pureed butternut squash. (A little more or less is ok). Set aside.


  • Reduce the oven temperature to 375°


  • In a large saucepan, heat the butter over medium high heat until melted. Sprinkle in the flour and dry mustard, stirring until there’s no dry bits left in the pan and it forms a paste. Cook for one minute, stirring constantly until bubbly.
  • Stir in the kosher salt and then add the milk about 1/4 cup at a time, stirring after each addition. For the first ½ to ¾ cup the milk and flour mixture will be very thick — that’s ok … Continue to add the milk in small additions, stirring until the sauce is smooth before adding more.
  • Bring the sauce to a boil over medium high heat, stirring constantly and scraping the bottom and sides of the pan so nothing sticks. When the sauce starts to bubble, cook for one minute longer, then remove from the heat.
  • Add the grated cheese and stir until completely melted. Stir in the butternut squash puree to combine. Set aside.


  • Note: If you’re serving this directly from the pan: cook the pasta to al dente. If you’re baking the mac and cheese as a casserole, cook the pasta to 2 minutes BEFORE al dente. The pasta will continue to cook and absorb the sauce in the oven.
  • Bring a large pot of water to a boil. Add 1 teaspoon salt. Stir in the elbow macaroni and cook to al dente according to package instructions, stirring occasionally.
  • When the pasta is about 2 minutes from being done, stir in the kale. Continue to cook until the pasta is al dente. Remove from heat and drain the pasta/kale mixture in a colander.
  • Transfer the pasta and kale back to the pot and add the butternut squash sauce. Stir to combine. Season to taste with salt and pepper. (Note: this can be served straight from the saucepan at this point or made into a casserole — Your choice.)


  • Spray a large casserole dish with vegetable spray. Transfer the macaroni mixture to the casserole dish.
  • Add the bread, parsley and butter to a mini food processor and pulse 6-7 times until you have herb buttered breadcrumbs.
  • Sprinkle the breadcrumbs over the casserole and bake for 15 minutes to crisp the breadcrumb topping and heat the casserole through. Serve.


Calories: 209kcal | Carbohydrates: 22g | Protein: 9g | Fat: 11g | Saturated Fat: 6g | Cholesterol: 30mg | Sodium: 490mg | Potassium: 579mg | Fiber: 2g | Sugar: 5g | Vitamin A: 13647IU | Vitamin C: 60mg | Calcium: 252mg | Iron: 2mg

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  1. Hi there! I cannot WAIT to make this recipe. I cannot find anywhere that says the amount of pasta to add – how much do you use? Thank you!

  2. 5 stars
    Oh, wow! Your are not going to believe this, but I got my vege hating 19 year old to believe this was Velveeta! (Only because he’s a mac and cheese connoisseur) He had raving reviews too! Inspired, this is! Thanks!

  3. Jennifer Q says:

    5 stars
    What a yummy way to add some healthy vegetables to a classic! I’m looking forward to trying this. We love butternut squash.

  4. 5 stars
    This is such an amazing weeknight meal! Healthy and delicious!

  5. 5 stars
    I am definitely making this squash gratin tonight. It seems easy to make and quite filling:) Will let you know how it goes.

  6. 5 stars
    Definitely saving this one and hoping my toddler will love it! Mac and cheese is always a favorite!

  7. This sounds so delicious! I love butternut squash!

  8. Christina @ A Soulful Twist says:

    5 stars
    Oh MY Geez this looks amazing!! Adding the cranberries was such a perfect touch. I have to try this soon!