It's all about comfort food in the cooler fall and winter months. This Dutch oven mac and cheese is rich and gooey and oh so comforting. It combines perfectly cooked pasta, coated in the creamiest butternut squash cheese sauce and a buttery cracker crust with fresh sage and thyme.

Dutch oven mac and cheese is a definite crowd pleaser. Whether you serve it for family dinner or as a side at your holiday table, you know everyone will leave feeling full and incredibly satisfied.
If you're looking for more comfort food recipes, try my Deconstructed Lasagna and Easy Cowboy Soup.
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Why You'll Love This Recipe
- Extra rich- The sauce combines four cheeses, one being cream cheese which makes this mac and cheese extra creamy.
- Roasted butternut squash- I bake the butternut squash with fresh thyme and sage which gives this dish a warm and earthy flavor. It's the perfect dish for fall.
- Customizable- The recipe is easy to customize with different cheeses or your favorite add-ins, like crispy bacon, shredded chicken or fresh broccoli.
- Quick and easy- This one-pot mac and cheese is ready in just a little over an hour (no baking required).
- Comfort food- How can you say no to pasta and melty cheese goodness. No matter who you are, mac and cheese is the ultimate comfort food.

Ingredient Notes
Here are some notes on the ingredients. For a full list of ingredients, scroll down the the recipe card at the bottom of the page.
- Pasta- For this recipe, I use dried shells. But feel free to use any type of pasta that is twisty or has holes so the sauce can find its way inside.
- Butter- Use a good quality butter for the best flavor. I like to use unsalted butter to help control the salt.
- Cheese- I use a combination of four cheeses; sharp cheddar, Gouda, parmesan and cream cheese.
- Milk- I prefer whole milk since it makes a creamier sauce.
- Heavy cream- This adds extra richness and makes this mac and cheese more decadent.
- Butternut squash- I use peeled and cut butternut squash in this recipe to save time. I roast it in the oven until it's caramelized and fork tender.
- Mustard powder- The secret ingredient to the best mac and cheese. The acidity in the mustard powder helps cut through the fat and creaminess which complements the cheesy goodness.
- Seasonings- I use garlic powder, onion powder and nutmeg.
- Ritz crackers- These crackers are deliciously buttery and toast up beautifully to give you a crunchy topping. You can also substitute panko breadcrumbs.
- Garlic- Use one whole garlic clove.
- Herbs- I use both fresh thyme and sage.

Step By Step Instructions
STEP 1: Roast the butternut squash. Preheat oven to 375°. Toss the butternut squash with olive oil, fresh thyme and sage. Season with salt. Place onto a parchment lined baking sheet.
Bake for 20-25 minutes or until fork tender. Then, place cooked butternut inside a food processor and blend until smooth. Add the warmed heavy cream to thin out and blend to combine.
STEP 2: Cook pasta. Inside a large dutch oven, boil pasta until al dente following packaging instructions. Then, drain and set aside.


STEP 3: Make a blonde roux. Place 6 tablespoon of butter inside dutch oven over medium heat. Once melted, whisk in the flour and cook for 1 minute.
STEP 4: Make béchamel sauce. Slowly add the milk. Whisk to mix throughly. Then, whisk in butternut squash mixture, followed by the spices and mustard powder. Bring to a low simmer.


STEP 5: Add the cheeses. Whisk in the cream cheese a little at a time, followed by the shredded cheeses. Whisk until the cheese is completely melted; then immediately remove from the heat.
STEP 6: Add the pasta. Fold in the pasta and mix until combined. Then, season with salt. Take a wedge of fresh parmesan cheese and grate over the top of the pasta.


STEP 7: Make the topping. In a small skillet, melt the butter over medium heat. Then, add the garlic, fresh sage and thyme. Cook until fragrant, about 1 minute. Next, add the crushed crackers and stir to coat. Cook for 3 minutes until lightly golden.
Sprinkle topping over mac and cheese. Serve and enjoy!
Expert Tips
Freshly grate the cheese. Do not use pre-shredded cheese. Freshly grated cheese has more moisture than pre-shredded cheese, which usually has anti-caking agents that prevent it from clumping. Grating your own cheese does require more work, but trust me, you will get a beautiful creamy sauce if you put in the extra time.
When roasting the butternut squash, make sure it is completely cooked or fork tender. While it's still warm, place it inside the food processor. I find that you get a smoother puree when the butternut squash is still warm versus if it is cold.
Bake your mac and cheese. Although macaroni and cheese tastes delicious off the stovetop, baking it will add an extra depth of texture, especially along the edges where the cheese bubbles and crisps up.
Don't forget the topping. Sprinkling on some breadcrumbs or buttery crackers, adds the best texture to this mac and cheese. Whichever you prefer, make sure to toast the ingredients inside butter and fresh herbs which will help crisp them up and adds so much delicious flavor.

FAQ
This recipe is best when enjoyed immediately after cooking. As the pasta sits, it will begin to absorb the sauce so your mac and cheese may not be as runny and gooey. But if you need to make it ahead just whisk in extra milk when re-heating.
Absolutely. I recommend cooking the pasta 1-2 minutes less than you normally would since the pasta will continue to bake inside the oven. Follow the recipe as directed. Spray a baking dish with non-stick spray, then transfer the mac and cheese into a 9x13 baking dish. Top with cracker crust and bake at 350° for 20-25 minutes until the cheese is bubbly.
If you want a silky, smooth and creamy sauce I recommend shredding your cheese by hand. Skip the pre-shredded cheese for this recipe.

Storing and Reheating
This homemade dutch oven mac and cheese is best enjoyed once it is finished cooking. But if you have leftovers, store the cooled mac and cheese inside an airtight container. Refrigerate for up to 5 days.
Reheating
To reheat, add a splash of milk to the pasta and reheat on the stove over medium heat. You can also reheat inside the microwave until warmed through.
More Dinner Recipes To Try
If you decide to try this recipe, please make sure to leave a STAR RATING on the recipe card and leave a comment below. I hope you enjoy this recipe!
Let's stay connected on social media. Tag me on Instagram @theepicureanmouse. Make sure to follow me Pinterest for more delicious family recipes.
📖 Recipe

Dutch Oven Mac and Cheese
Ingredients
Roasted Butternut Squash
- 1 lb Butternut squash diced into 1" cubes
- 1 tablespoon Olive oil
- 1 teaspoon Fresh thyme finely chopped
- 1 teaspoon Fresh sage finely chopped
- 1 teaspoon Salt
Cheese Sauce
- 1 lb Pasta shells cooked until al dente
- 6 tablespoon Unsalted butter
- ¼ cup Flour
- 3 cups Whole milk warmed in the microwave
- 1 cup Heavy cream warmed in the microwave
- ¼ teaspoon Ground nutmeg
- 1 teaspoon Garlic Powder
- 1 teaspoon Onion powder
- 2 teaspoon Mustard powder
- 4 oz Cream cheese room temperature
- 8 oz Sharp cheddar cheese shredded
- 8 oz Gouda cheese shredded
- ¼ cup Parmesan cheese freshly grated
- Salt to taste
Cracker Topping
- 4 tablespoon Unsalted butter
- 1 cup Ritz crackers crushed into small pieces
- 1 Garlic clove finely minced
- ½ teaspoon Fresh thyme
- ½ teaspoon Fresh sage
Instructions
- Roast the butternut squash. Preheat oven to 375°. Toss the butternut squash with olive oil, fresh thyme and sage. Season with salt. Place onto a parchment lined baking sheet. Bake for 20-25 minutes or until fork tender. Then, place cooked butternut inside a food processor and blend until smooth. Add the warmed heavy cream to thin out and blend to combine.
- Cook pasta. Inside a large dutch oven, boil pasta until al dente following packaging instructions. Then, drain, cover and set aside.
- Make a blonde roux. Place 6 tablespoon of butter inside dutch oven over medium heat. Once melted, whisk in the flour and cook for 1 minute.
- Make béchamel sauce. Slowly add in the milk. Whisk to mix throughly. Then, whisk in butternut squash mixture, followed by the spices and mustard powder. Bring to a low simmer.
- Add the cheeses. Whisk in the cream cheese a little at a time, followed by the shredded cheeses. Whisk until the cheese is completely melted. Then, immediately remove from the heat.
- Add the pasta. Fold in the pasta and mix until combined. Season with salt. Take a wedge of fresh parmesan cheese and grate over the top of the pasta.
- Make the topping. In a small skillet, melt the butter over medium heat. Then, add the garlic, fresh sage and thyme. Cook until fragrant, about 1 minute. Next, add the crushed crackers and stir to coat. Cook for 3 minutes until lightly golden. Sprinkle topping over mac and cheese. Serve and enjoy!
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