Smoky Mac and Cheese with Squash and Spinach

SonjaMain Courses25 Comments


Smoky Mac and Cheese with Squash and Spinach

Here’s another one to add to our series of “things I used to eat out of a box”. We’ve tackled mashed potatoes, pizza, brownies, hot chocolate, croutons, and salad dressing (well, maybe that one was out of a bottle!), all with the goal of making “real food” out of something that’s readily available in highly processed form.

So what’s next? Our dear friend Katelyn put forth a challenge a few weeks ago – mac and cheese. And what a perfect contender for the real food challenge!  I grew up on the processed “cheese food” version of the stuff, and then in college graduated to the powder-packet cheese version.


I’ll admit, those packages are comforting – and we cast no judgment on anyone who is a fan!  But we thought it would be interesting to create a version that was full of nutrients AND include the delicious taste of pasta and cheese – using ingredients from our local market.

A quick search of “healthy” mac and cheese recipes shows butternut squash puree is starting to show up as a substitute for some of the richness in the creamy cheese sauce. This got my mind turning on squash – but why go to the labor of a puree? We left the squash in cubes, threw in some spinach from the market, and used smoked gouda to add a delicious smoky flavor, with a bit of Greek yogurt to round it out (in place of butter).


If you count calories, you might not see a huge difference with this version versus its counterpart. What you do get is a delicious homemade meal rich in nutrients – with the same comfort quotient of a traditional mac and cheese.

And the verdict from our taste testers? Katelyn may have used the words “best recipe ever”…but you’ll have to try for yourself!

As a note – in this recipe, we used a special new-to-us squash called “buttercup” squash, which we got from Melody Farms at Indy Winter Farmer’s Market. It was delicious and made the recipe with its sweet flavor and texture!  However, you can substitute any winter squash – butternut or acorn squash would work well here too!

Thanks to Melody Farms for the squash and Homestead Growers for the spinach!

More Real Food Recipes
Mashed Potatoes with Kale and Garlic
Raw Brownies
Homemade “Natural’ Hot Chocolate
Basic Vinaigrette
Taco Seasoning

Smoky Mac and Cheese with Squash and Spinach
Any type of winter squash works in this recipe, but use buttercup if you can; it is delicious and adds a wonderful texture! Also, the smoked gouda is integral to the smoky flavor.
Serves: 4
What You Need
  • 1 medium buttercup or butternut squash (3 cups chopped)
  • 1 bunch spinach (3 cups chopped)
  • 3 cloves garlic
  • 1 medium shallot (1/4 cup minced)
  • 12 ounces whole wheat penne
  • 1½ tablespoons olive oil
  • 1¼ teaspoon kosher salt, divided
  • 2 cups smoked Gouda cheese, shredded
  • 1 cup cheddar cheese, shredded
  • ¼ cup Greek yogurt
  • ½ to 1 cup milk
What To Do
  1. Cut open the squash and scoop out the seeds. Before peeling and chopping, it helps to microwave each half for a few minutes until a little softer. Peel each half and cut into ¼ inch cubes. Measure out about 3 cups.
  2. Roughly chop the spinach. Mince 3 garlic cloves and 1 shallot.
  3. Start a large pot of salted water to boil. When boiling, add the pasta and cook until tender.
  4. Meanwhile, in a large skillet, heat 1½ tablespoons olive oil. Place the squash cubes in the skillet with ¼ teaspoon kosher salt and sauté until soft and a bit browned, about 10 minutes, stirring occasionally. If the pan gets too dry, add a bit of water to let the squash steam. Once the squash is tender, add the spinach and cook until wilted, about 2 minutes. When the spinach is wilted, turn off the heat. Add the minced garlic and shallot, and cover the skillet until the pasta is done.
  5. When the pasta is done, drain it. Immediately, combine the following in a large bowl: pasta, squash and spinach mixture, 2 cups shredded smoked Gouda cheese, 1 cup shredded cheddar cheese, ¼ cup Greek yogurt, ½ cup milk, and 1 teaspoon kosher salt. Stir to combine. Add more milk (or cheese or yogurt) as necessary to get a creamier texture. Serve immediately.

25 Comments on “Smoky Mac and Cheese with Squash and Spinach”

  1. Laura

    Oh gosh so many magical words here. Mac and cheese, smokiness, squash, garlic, spinach. Need. This. In. My. Belly. So curious about the yogurt addition too. Thanks for sharing!

  2. Heidi @ Food Doodles

    I was literally just thinking about how nice it would be to have something with smoked cheese in it. That makes this look especially good to me right now :D I love the color the squash gives it – beautiful! I’m really curious about the yogurt addition, that must make it nice and creamy.

  3. Alicia @ The Humble Foodie

    Yum, I love the idea of adding squash and spinach to mac and cheese. I always used to combine the boxed version with some frozen peas for a cheesy “mac and peas” dish, but fresh vegetables sound a lot more flavorful!

  4. Fran {The Flavorful Fork}

    I am a huge fan of butternut squash! Just had some yummy butternut squash risotto for lunch today. I need to try this recipe out for sure. I especially like the addition of the smoky gouda cheese. Thanks for the inspiration!

  5. Christi's Chirps

    This recipe sounds amazing! I love the addition of squash. A warm, cheesy dish is the absolute best on a cold winter day. Tomorrow’s forecast is chilly with torrential rain. Sounds like the perfect day for some smoky mac and cheese. :)

    Thanks for sharing. Happy Tuesday.


  6. Shana

    I tried a recipe very similar to this recently and I just can’t get excited about squash in my mac & cheese. Sorry. The gouda is a great choice to pair with it but I would rather see the gouda shine more instead of having to share the spotlight with the squash.

  7. Ashlae

    Your blog is making me SOOOOOOOO hungry. Which is a problem, because it’s 8am and I need to eat breakfast food. Not mac and cheese. But oh my goodness, I cannot wait until I feel well enough to go to the grocery to pick up a squash.

  8. Wendy

    Hi guys, I just made this and it’s very tasty! I undercooked my butternut squash, but even so, I really enjoyed it. Somehow, despite not having a true sauce, it turns out to be quite creamy and rich. Thanks much!

    P.S. Thanks for adding the veg amounts in cups–so helpful with something like squash that varies so widely in size.

    1. Sonja

      So glad you liked it! You’ll have to try it with buttercup squash too if you ever find any — it’s very tasty as well!

  9. Mary

    Just finished making this and had to share–IT’S DELICIOUS! Perfect consistency, great flavor, and so easy to make. Thank you for sharing! I’ll definitely be storing this in my recipe collection.

  10. Christina Dooley

    Love this! I think I undercooked the butternut squash a bit (I got a little impatient with the 2-yr. old distracting me). Also, Tim made me add a bit of shredded chicken, since he’s not a huge fan of vegetarian dishes, but I stuck to the recipe with everything else, and we loved the smokey flavor of the Gouda & the tangy flavor of the Greek yogurt. Even our 6 yr. old enjoyed the change. Thanks. Can’t wait to make it for friends:)

  11. Isabel

    This recipe was so good. I tried it today but, instead of spinach, I used beet leaves (I bought fresh beets the day before at farmers market and they came with all the yumy leaves) and instead of low fat milk, I used almond milk and for cheese, I used fresh shredded parmesan cheese. Turned out really yuummy!

  12. Russell

    I was looking for a mac n cheese recipe on the entirety of the internets and then honed my search back into my sweet spot here. That stuff was amazing. I really like the shallots that give it a little crunch in there. Also used acorn squash instead of butternut – you can’t buy a “medium sized” butternut squash. The store only carries Starbucks-like sizes of Tall, Grande, and Venti (aka Large, Large, and 20). In any case that’s a killer recipe – will definitely be featured on the menu of the couple cooks restaurant.

    1. Sonja

      Haha,you crack me up! SO glad you enjoyed this one! How is the A Couple Cooks restaurant coming about? :)

Leave a Reply

Your email address will not be published.