Want an awesome arm workout?

Easy Butternut Skillet Shells & Cheese I howsweeteats.com

Try cutting up one of those massive butternut squashes. Oh mylanta. Is this even serious? I bought a squash that was longer than hand-to-elbow and thicker than a wine bottle in girth. Yes, I just said girth. And I had no idea how I was even going to cut it when I snatched it up at my local farm, but it was still considerably smaller than all of my other options. Do you know how one cuts up a squash like that? And by “one,” I really mean a high-anxiety, mentally-unstable-from-a-recent-Girls-marathon, hungry female?

Patiently. And very carefully.

Easy Butternut Skillet Shells & Cheese I howsweeteats.com

I actually feared for my life while slicing said squash. I mean, you have the whole cutting and chopping and peeling and removing of the seeds thing going on. So many sharp edges. Too many for my liking. One slip of my eye or one too many loudly belted lyrics from my Miranda Lambert Pandora station and I was going to be fingerless. Or worse yet: armless. Can’t I get someone here to do this kind of stuff for me or something?

And no, please don’t suggest my husband. I would totally put all of my anxiety on him and be certain that he would also chop off his arm since he doesn’t do much knife work, so then I’d try to leave the room so I wouldn’t think about it but it would be ALL I’d think about and then since I left it would end up happening anyway.

I’m a really rational person. In case you were wondering.

Easy Butternut Skillet Shells & Cheese I howsweeteats.com

In other news, I might just go ahead and turn this into a brown butter blog. Since you know, it seems like I can’t even get through one freaking recipe without adding just the teensiest, tiniest bit. Ugh.

It’s just so good when it hits your lips.

Easy Butternut Skillet Shells & Cheese I howsweeteats.com

This wasn’t my first go-round at a butternut mac: last year I made some butternut baked penne which we seriously lovelovelove, and it has bacon and mascarpone and everything. This time however, I wanted to attempt to make the whole shebang in one skillet (except for the boiling of the pasta, of course), and maybe even lighten it up a bit so it could be a weekly staple. Or like an everyday staple. Every meal staple? Butternut shells for breakfast? We’re sort of freaks.

Easy Butternut Skillet Shells & Cheese I howsweeteats.com

So yep yep yep… with the exception of your shells you can make this all in one skillet. Cook your squash until it’s squishy, mash it up, mix it with cheese and other delish creamy things then toss in your pasta. Bake for a few minutes to bring it together and melt the cheese on top. Or if you’re ridiculously immature and STILL have not learned the virtue that is patience, you probably don’t even have to bake it. Just stir it all in and go. Then eat it. And burn every taste bud in your pretty little mouth.

I know nothing about that.

Easy Butternut Skillet Shells & Cheese I howsweeteats.com


Butternut Squash Shells and Cheese Skillet

Yield: serves 4-6

Prep Time: 30 minutes

Cook Time: 15 minutes

Total Time: 45-50 minutes


3 cups uncooked whole wheat pasta shells
4 cups 1/2-inch cubed uncooked butternut squash
2 tablespoons olive oil
1/2 teaspoon salt
1/2 teaspoon pepper
1/4 teaspoon nutmeg
3/4 cup low-sodium chicken or vegetable stock
1 1/2 cups skim milk (or unsweetened almond or coconut)
6 ounces freshly grated fontina cheese
2 ounces freshly grated parmesan cheese
2 tablespoons unsalted brown butter
2 tablespoons fine breadcrumbs
fresh chopped herbs for garnish (sage, basil, cilantro, thyme)


Preheat oven to 375 degrees F. Prepare water for pasta and once it comes to a boil, cook pasta according to directions, then drain.

While water is boiling, heat a large cast-iron (or oven-safe) skillet over medium-low heat. Add olive oil, then toss in squash with salt, pepper and nutmeg. Add stock and cover skillet, cooking for 15-20 minutes, stirring occasionally, until squash is soft and can easily be mashed. Remove cover and reduce heat to low. Mash squash with a potato masher or forks, smoothing it out with a spoon to remove all of the chunks. Add in milk, 4 ounces of fontina and all of the parmesan cheese, stirring until melted and smooth, about 5 minutes. If mixture still seems way too starchy, add in additional milk 1/4 cup at a time, stirring for a while. Stir in brown butter, again mixing for a minute or so until incorporated. Taste and season additionally if desired.

Fold shells into the sauce, taking a few minutes to fully toss the shells so they are all coated. Top with remaining fontina cheese (or as much as you see fit) and breadcrumbs and bake for 15 minutes. If a bubbly, golden topping is desired, broil for 1-2 minutes on high after cooking. Sprinkle with fresh herbs and serve!

To brown the butter: Heat a small saucepan over medium-low heat and add butter. Whisking constantly, cook butter until bubbly and until small brown bits appear on the bottom of the pan – about 5-6 minutes. Watch closely and immediately remove the butter from the heat, whisking for an additional 30 seconds or so.

Easy Butternut Skillet Shells & Cheese I howsweeteats.com

Brown butter for life.

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187 Responses to “Easy Butternut Skillet Shells.”

  1. #
    Maggie @ A Bitchin' Kitchen — October 3, 2012 @ 12:39 pm

    “It’s just so good when it hits your lips.” <— If that is an Old School reference, I love you even more now.

    I had a similar experience with cutting up butternut squash last year, and then I realized you can buy it already chopped up at Whole Foods. Soooo much easier!


  2. #
    Sara — October 3, 2012 @ 12:46 pm

    While I usually just buy pre-cut squash, if you micowave it first for like three minutes, it helps soften the skin to peel it. Or, cut it half and just roast it, and scoop out the insides.

    I cannot wait to make this. Thanks for combining all my favorites in a dish.


  3. #
    joelle (on a pink typewriter) — October 3, 2012 @ 1:12 pm

    Looks AMAZING and comforting – perf for fall.


  4. #
    Ashley @ Wishes and Dishes — October 3, 2012 @ 2:09 pm

    Yup…I know what dinner is going to be tonight!


  5. #
    Kelsey — October 3, 2012 @ 2:28 pm

    You had me at the title of this post, but the gorgeous, steamy pictures really took it over the top. (Oh my, that sounds a little inappropriate. Oh well. You said girth.) I can’t wait to give this one a try!


  6. #
    Ro — October 3, 2012 @ 2:35 pm

    Cut with a butcher knife…poke in with tip to get started, scoop out insides, wrap in plastic wrap and microwave. be careful and do not get burned…stays hot!!!
    remove skin or serve with butter, salt and pepper. simple harvest veggie!!!


  7. #
    Iris — October 3, 2012 @ 3:17 pm

    Yesss can’t wait to get my squash on in the kitchen! This looks delicious.


  8. #
    Katie @ Blonde Ambition — October 3, 2012 @ 3:21 pm

    Squash! Yummmmm. But really, the appeal of this dish lies in all the cheese. Gotta love it.


  9. #
    Christin — October 3, 2012 @ 3:24 pm

    It might seem sad that I thought of you when I read this – and you might already know about it, but if you didn’t then I’m glad to inform – but did you hear about the peanut butter recall? I just read that a PB from Trader Joe’s has had salmonella cases attached to it. I didn’t want that to be you since I know you’re a lover of the PB.

    Stay safe and eat non-tainted peanut butter! ;)


  10. #
    Life's a Bowl — October 3, 2012 @ 3:34 pm

    This looks like heaven in a bowl, holy yum! Perfect fall dish :) And thankfully, Trader Joe’s has pre-cut butternut squash so I don’t have to do any extra arm work [haha]!


  11. #
    Rachel S — October 3, 2012 @ 3:42 pm

    Ha! I totally relate to your harrowing experience with the butternut squash. I recently peeled one and chopped it up myself and had similar thoughts about a possible trip to the emergency room. Squash prep is not for the faint of heart! I have heard that you can cook or partially cook the squash first which makes peeling/chopping MUCH easier but that doesn’t necessarily work for every recipe.


  12. #
    Bridget @ Champagne Frosting — October 3, 2012 @ 4:00 pm

    I think you just put all my favorite things into one dish!! Fontina makes me swoon! And i have been craving butternut squash this week because i am weird and live for vegetables, but yes they should be mixed with pasta. As for Brown Butter.. I used it for the first time and made up these cookies
    and now I can’t stop eating them or thinking of other ways in get more Brown Butter in my diet! My hips may not, but I thanks you! YUMMM!!


  13. #
    Moni @ {Moni Meals} — October 3, 2012 @ 4:54 pm

    Ha – totally. I understand about the cutting of the butternut squash… Good Lord I cut one up today that was about the size of my forearm and I put in quite the elbow grease!! This meal looks so good and I love how it’s an all-in-one skillet dish. :)


  14. #
    Jenni — October 3, 2012 @ 5:04 pm

    Oh man. Could this look any more delicious?!? I think not.


  15. #
    Katie @ Veggie and the Beast — October 3, 2012 @ 5:24 pm

    Butternut squash is even more terrifying if you have dull Ikea knives (almost lost some fingers once), so I splurged on grown-up knives and life improved. My big issue is I can’t get all the chunks to be the same size/shape. It’s infuriating. BUT, this looks great!


  16. #
    Jess. — October 3, 2012 @ 7:33 pm

    I am terrified of cutting up raw butternut squash…. i tried it once and nearly lost a finger. I know just cut it in half, scoop it out and roast it first. Then i can cube or slice or mash without danger. Looks delicious tho!


  17. #
    adriana — October 3, 2012 @ 7:38 pm

    Ha! I loved this post, especially the start. I had flashbacks to the first-time I brought home a butternut squash. These things are brutal. I’m not sure how I survived. There has got to be an easier way.


    • C — October 5th, 2012 @ 12:35 am

      Trader Joe’s and Costco sell precut squash as does green giant at lots of grocery stores… will NEVER go back!


  18. #

    This looks amazing! Squash is one of my favorite fiber-rich foods and I love that you incorporated it into this cheese and shell skillet. Squash can definitely be hard to cut, but it looks like it was well worth the effort!


  19. #
    Lauren — October 3, 2012 @ 9:19 pm

    I always feel like I’m performing a murder when I chop a B-nut squash. It’s quite a lot of work but so worth it. Especially for this! Especially!


  20. #
    Andrea @ Barbells and Buttercream — October 3, 2012 @ 9:31 pm

    I LOVE butternut squash! This looks amazing!!! Can’t wait to try it.


  21. #
    Liz @ Tip Top Shape — October 3, 2012 @ 9:54 pm

    Ooohh this looks amazing!!! Love it!


  22. #
    Tracy @ Commit to Fit — October 3, 2012 @ 10:02 pm

    This looks fantastic! I am with you about the brown butter, I can no longer eat it any other way. :)


  23. #
    Sarah | The Cyclists Wife — October 4, 2012 @ 1:28 am

    Hello yum. I’m considering getting out of bed to go cook and eat this now. At 10:40 p.m. See what you do?


  24. #
    Laura — October 4, 2012 @ 5:11 am

    Looks absolutely delicious!!!


  25. #
    Dannii @ Hungry Healthy Happy — October 4, 2012 @ 6:07 am

    You had me at butternut squash – I love the stuff.


  26. #
    angela@spinachtiger — October 4, 2012 @ 7:58 am

    I”m not a fan of mac and cheese, but I swear I could smell this deliciousness through the screen and almost burned my nose from the steam. This, I could eat tons of.


  27. #
    Mindy Grant — October 4, 2012 @ 8:02 am

    I use the microwave to cook butternut squash! Cut the thing in half, scoop out the seeds, place both pieces in a microwave safe dish, cook for 20-25 minutes. Pull them out and you can very easily scoop the squash out of it’s shell with a spoon! So much easier than cutting that thing up when it’s raw! :)


  28. #
    Alyssa — October 4, 2012 @ 8:44 am

    I love anything with butternut squash. I have a great GF gnocchi recipe I’ll have to try with BNS :-)


  29. #
    Teresa — October 4, 2012 @ 8:49 am

    I don’t bother with the harrowing experience of trying to cut up raw butternut squash anymore. I roast it whole, then cut it and scoop out the seeds. SOOOOO much easier. Takes a long time, especially if it is a really big squash (can be 2hrs or more at 375F), but you don’t have to worry about losing a digit.


  30. #
    Heather — October 4, 2012 @ 9:16 am

    Could you used canned pumpkin instead so that you don’t have to deal with cutting the squash?


  31. #
    Stefanie @ Sarcastic Cooking — October 4, 2012 @ 9:37 am

    I hate cutting butternut squash! I asked my husband to do it once, thinking that he could do it a lot easier than me, I was wrong! He starting using my large chef knife like an axe!!! Out of fear for my life I made him stop. Now I am the only one in the house allowed to cut butternut squash, and use knives. hahah.


  32. #
    Natalie @ Free Range Human — October 4, 2012 @ 9:53 am

    It is a workout! But I love butternut squash so much, I’ll sacrifice :) This looks delicious!


  33. #
    Kristen M. — October 4, 2012 @ 12:10 pm

    “Brown Butter for life.” I love it! That should be under your How Sweet It Is header. Hee hee! Seriously when will one of these candle companies make that a scent???


  34. #
    Heather Lampman — October 4, 2012 @ 12:19 pm

    You silly girl What you do is – cut the squash in 1/2 lengthwise, scoop out the seeds, lay it, cut side down, on a foil covered sheet pan and bake at 400 till it’s tender, around 1 hour, give or take. DONE! EASY! TASTES BEST!


  35. #
    Tami — October 4, 2012 @ 12:36 pm

    I made this last night with dinner and we just so happen to have BLTs too…and I just so happen to crumble bacon on top of this dish and it was GOOOOOD. I know your love of bacon, so just a tip to make this, already very tasty dish, even better! Thanks for the recipe and giving me an arm workout for the night!


  36. #
    Loretta E — October 4, 2012 @ 1:14 pm

    Oh boy…just made a mental note to add brown butter to my butternut soup I’ll be working on today. By the way, I could totally get behind a brown butter blog. Plus, the name is already built in!


  37. #
    Lisa — October 4, 2012 @ 1:15 pm



  38. #
    Jess @ OnSugarMountain — October 4, 2012 @ 1:19 pm

    If you turn this into a brown butter blog I will be first in line to follow/cheerlead. I just learned how to do that and it is freaking amazing.

    Also freaking amazing? This pasta. Like holy cow amazing…like I am just going to make it for my boyfriend who doesn’t like squash because I can tell we will love it anyway awesome.

    So thanks :D


  39. #
    Laura — October 5, 2012 @ 12:19 am

    That is AWESOME. I have pinned it already! Delish!


  40. #
    Barbara | Creative Culinary — October 5, 2012 @ 12:26 am

    Better do that brown butter blog quick before I beat you to the punch. I have yet to find a good reason to NOT make any butter browned and I haven’t even tried everything yet. I think it’s time to brown butter for toast; what a wonderful way to start the day.

    I have a big butternut squash on the counter from a CSA delivery. Truth? I was sort of hoping it would not show up and I would be forced to buy those perfectly cubed butternut squash pieces available at Costco. I don’t do that sort of stuff often but squash and pomegranate arils are worth it; I promise.

    These look terrific…and we know I’ve got the squash…just might have to happen this weekend!


  41. #
    Debbie D — October 5, 2012 @ 8:00 am

    Don’t know if you will see this or if someone else posted this. I don’t EVER cut up my winter squashes any more (at least not the big ones). If the squash is going to be basically smashed anyway, I stab it a few times (oh like 5–7 times or so) making sure the knife goes all the way through the skin and flesh. I then pop the squash on a plate and put it in the microwave on high. Cook uncovered for about 10–15 minutes given the size of the squash and the power of the micro. It make take more time too! Do this with spaghetti squash all the time. Once the squash is cooked (you will know because the squah is well–squishy–you can easily push in the skin of the squash), you can let it cool (or not–but watch out because it will be very hot), you can cut the squash in half, scoop out the seeds, separate the skin from the flesh and ENJOY! YUM!


  42. #
    Janet — October 5, 2012 @ 10:25 am

    put the squash in the microwave for 5 min whole …then it cuts and peels very easy..then finish cooking the way you wish!


  43. #
    Elizabeth @Food Ramblings — October 5, 2012 @ 1:05 pm

    this is gorgeous– i think i will have my husband cut the butternut squash :)


  44. #
    Maura-Leigh — October 5, 2012 @ 7:46 pm

    Hey! I found this recipe on Pinterest! It is fantastic! I love the flavor the brown butter adds. Well done!


  45. #
    brittney — October 5, 2012 @ 11:24 pm

    where do i find brown butter?


  46. #
    DoubleYoi — October 6, 2012 @ 3:37 pm

    I have been day dreaming about this recipe since you posted it, I’m making it tomorrow and I can’t wait!


  47. #
    Tammy Fuller — October 7, 2012 @ 12:16 pm

    This is my first time to your website. Great recipe and I love your writing style. Can’t wait to try this!


  48. #
    Cookie and Kate — October 7, 2012 @ 11:20 pm

    Sweet, creamy skillet pasta? Wanttttt.


  49. #
    Brie — October 8, 2012 @ 7:54 am

    I made this last night for dinner and I just wanted to thank you for two things: 1. The recipe, and 2. Making me look like some sort of kitchen hero. Everyone loved it, including my boyfriend who said it was one of his favorite meals I’ve ever made…and I’ve made him lots of meals! Keep ’em comin’!


  50. #
    julie zimmerman — October 8, 2012 @ 8:27 am

    I made this last night with buttercup and delcata squash, along side with your ginger/honey salmon and it was the best!!!! The squash could have been dinner by itself!!!



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