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.

share:    Pin It    

187 Responses to “Easy Butternut Skillet Shells.”

  1. #
    shelly (cookies and cups) — October 8, 2012 @ 11:28 am

    I am fairly certain I couldn’t be anymore obsessed with this.


  2. #
    Tammie — October 8, 2012 @ 12:07 pm

    The best way to cut up a large squash is to break it. Take it outside and toss it down on to a cement sidewalk or step. It will break into more manageable pieces. Just rince and scoop out seeds. You can finish cutting it in the kitchen or bake it as it is in the irregular shapes and scoop out the flesh for your recipes.


    • Ally — October 1st, 2013 @ 12:29 pm

      Your method sounds GENIUS! Can’t wait to try it.


  3. #
    Audra@The-Baker-Chick — October 8, 2012 @ 6:33 pm

    Oh Jessica this is my favorite thing! It looks SO good. I mean guilty pleasure good. Do you think you could just cut the squash in half, roast it and scoop out the insides? I also have zero patience.


  4. #
    Jeff Kaye — October 8, 2012 @ 7:42 pm

    I made this for dinner tonight. It was easy and soooo good. I used pre-cut squash ’cause who needs a workout after work. The only thing I might add next time is some bacon. Mmmmm bacon . . .
    Thanks for sharing!


    • Tiffany — October 9th, 2012 @ 10:35 am

      Oh my God. Yes to the bacon. Yes, please.:)


    • Molly — October 10th, 2012 @ 8:54 pm

      OMG my first thought was bacon, too!! Mine wasn’t as “light” as I used cheddar, lots of cheddar, but suuuper good, and bacon will definitely be in the next batch :-)


  5. #
    Colette @ JFF! — October 8, 2012 @ 7:52 pm

    Perfect for fall!


  6. #
    Jen — October 9, 2012 @ 2:23 pm

    I found this post on Pinterest….you are hilarious! I laughed out loud a couple times while reading your experience cutting up the squash because I could totally relate (including the part about the husband) :) This recipe looks awesome, thank you so much for sharing!!


  7. #
    Michelle — October 9, 2012 @ 8:24 pm

    Omg – I just made this for dinner and it was soooooo good! This recipe is definitely a keeper. I have to admit – I was a wee bit nervous about adding squash to my mac and cheese – but it was perfect.


  8. #
    Stephanie — October 10, 2012 @ 9:05 am

    We made this over the weekend and I served it with Apple Brined Porkchops and the coffee bbq sauce you posted earlier in the week. DIVINE!


  9. #
    Julia — October 10, 2012 @ 2:27 pm

    lol! This was me last night! We grew butternut squash in our garden this year and (Lord help me) I have about 43 of them. I sliced up the first one yesterday and THAT was scary, but I made a butternut/sage/gnocchi/walnut dish that was pretty darn good. Today hubby emailed me a link to your mac and cheese above, and that’s what’s for dinner tonight. Thanks for sharing!


  10. #
    Dorrie — October 11, 2012 @ 8:32 pm

    Wow, made this tonight and it was deeeelish. Thanks for always posting great recipes and pictures!


  11. #
    Ginger — October 12, 2012 @ 5:21 pm

    Easiest way to cut up/peel a squash: stab it with a knife (can you say therapy?) and then cook it in the microwave for 8-10 minutes. Softens it just enough to make the squash cut-able without risking an arm or a leg.

    In other news… Squash is awesome and even more so is squash with cheese….


  12. #
    sheryl — October 13, 2012 @ 4:12 pm

    Just wondering – I usually just wrap my squash in foil and put in a slow cooker with a little water. No chopping required. That would work??


  13. #
    kathrina — October 14, 2012 @ 10:49 pm

    I need help. I cant stop eating this. Ive made it twice in the last week, and I eat it all with in two days (though i do a half recipe). I tried adding a pinch of cinnamon, OH MY. yep, i went outside the box and took it to the next level. and I just ate half a skillet for dinner. I need an intervention…


    • colleen — October 26th, 2012 @ 7:47 pm

      omg – is this not the best thing you have ever made? someone else commented that they needed an intervention. it made soooo much i have part i just put right into the freezer. i can see me eating this for the next two days, my grown daughter is heading back this weekend and she can help eat it.
      seriously, this is one of the best things i have ever prepared. i am wondering if the saltiness of a mild feta might be really good in this? i used cheddar, because i had it and parm and it was fantastic.


  14. #
    Kristyn — October 18, 2012 @ 1:52 am

    In the oven as we speak– this sounded too good not to make! Can’t wait for the results. This was a great excuse to try making brown butter for the first time and I was successful and it tasted incredible. I’m sure the finished product will be amazing!

    I added sauteed onions as well as peas. I also used unsweetened vanilla almond milk (hoping it wouldnt be gross- and it wasn’t!) as well as pumpkin pie spice instead of nutmeg because I didn’t have any. :)


    • Laura Turner — November 27th, 2012 @ 5:59 pm

      I just catered for vegetarians this past weekend (T’Giving) and used only allspice (and some sea salt) in my cream of butternut, yam and pumpkin soup. Yummy! Sounds like you discovered the same thing. By the way, I often use almond milk as a substitute for dairy in my cooking (I even used vanilla almond milk when Trader Joe’s was out of the plain), and it works great every time. Good luck, and happy eating, I think it’s hard to ruin butternut!! Thanks to all the other posts, and especially the blog, looking forward to trying this recipe.


  15. #
    Molly — October 20, 2012 @ 9:31 am

    This was wonderful!! Thank you for posting!!!


  16. #
    Jen — October 22, 2012 @ 11:16 am

    This looks so good! I’m making it for dinner, but my family and I “eat clean,” so I was wondering if it could possibly be made with extra EVOO instead of the brown butter?


  17. #
    rmd — October 23, 2012 @ 11:30 am

    I fell in love with butternut squash mac n cheese (with bacon) a few years back, but my recipe was a bit intensive. This was super easy and just as delicious. I may have committed brown butter sacriledge, but you inspire me so much, I decided to try putting the sage in the brown butter while it was browning to fry it a bit and then I stirred in a handful of seasoned panko into the sagey butter when it was done and sprinkled it on top of the pasta, stuck the pan under the broiler to crisp the crumbs and finish crisping up the sage….So good that I made it again two days later! You are the best!


  18. #
    Gabby — October 23, 2012 @ 7:15 pm

    Have you tried peeling the butternut squash with a potato peeler? Not as scary as a knife! Recipe sounds delish – can’t wait to try!


  19. #
    Melissa — October 24, 2012 @ 7:23 pm

    Just made this tonight. My husband, yougest son and I loved this! I did omit the butter and added diced onion and canned tuna fish to make a healthier Tuna Noddle Bake. i topped it all off with sliced tomato after I took it out of the oven. YUM!


  20. #
    Farhana — November 12, 2012 @ 3:36 pm

    i actually want to cry as this looks so yummy!


  21. #
    Kelly — November 29, 2012 @ 7:34 pm

    HI Jessica
    I saw this on Pinterest and am making it for company this weekend. I have a couple of questions. FIrst off, I want to bake it so I am not putting it togehter while my guests are here. Could I make it ahead of time (and stick it in the fridge) and then bake it for 30-45 minutes? Also, money is SOO tight now and I’d rather not have to buy fontina. I have some queso fresco. Could I used that instead? I know it doesn’t get all melty like fontina…so I’m hesitant.


  22. #
    Cindy — November 30, 2012 @ 12:41 am

    Made this tonight and LOVED it! The brown butter, the cheese, and the butternut are killer. My friend saw my “like” on FB and made it too – dueling butternut squash mac and cheeses :) Thanks for the recipe.


  23. #
    Queenjude — April 7, 2013 @ 10:18 am

    All squashes can be sliced really easily if you nuke them for a few minutes… Just don’t forget to poke some holes in them or you have exploding squash all over the nuker…. I have never used brown butter in my cooking but you have made me a convert!!! Thanks


  24. #
    home insurance comparison quotes — April 11, 2013 @ 1:10 pm

    Thank you for the good writeup. It in fact was a amusement account
    it. Look advanced to more added agreeable from you! However, how could we communicate?


  25. #
    Caitlin — May 2, 2013 @ 9:12 am

    What’s up to all, how is the whole thing, I think every one is getting more from this web page, and your views are nice in support of new users.


  26. #
    Barbra — May 17, 2013 @ 6:29 pm

    What’s also important is obtaining a lot of home insurance quotes and you can’t get away from that.

    The large stone monument or ‘stele’ as it is
    referred to as can be viewed today in the Louvre museum in Paris,
    the stele really was the 1st published mention of insurance as we would know it currently.

    If the best cover gives you some kind of bonus as well, so much the better.


  27. #
    http://www.heetforum.nl/ — June 3, 2013 @ 3:59 am

    Owners of mobile home do have a lot of advantages and plus
    points in getting a quote for insurance for their own mobile homes but a number of insurance companies, while providing
    insurances for homes and property and insurances for automobile like
    car, truck, bus, motorcycle or any other vehicle may it be a four wheeler, a three wheeler or a
    two wheeler etc, do not even have any policies to insure
    the mobile homes. Recently we are watching that insurance companies cover almost anything but under
    some condition. This may seem complex, when fully explained, it is actually quite


  28. #
    Home Insurance — June 3, 2013 @ 4:02 am

    All you have to do is go online and visit the sites which provide quotes for
    seeking home insurance. Typical ‘away from home’ items include laptops,
    mobile phones, MP3 players and bicycles. Another way to save money is to choose the appropriate policy options.


  29. #
    cheap car insurance young drivers — July 16, 2013 @ 6:38 am

    There is even one discount that requires some very drastic action and a life altering event on the part of the young driver.
    A student will actually be given a good price if he can prove beyond reasonable doubt that he usually performs well in school.
    – Tell them to research for any scholarships or grants.


  30. #
    best home insurance tenants — July 18, 2013 @ 2:02 pm

    It allows customers to explore different types of coverage, learn about
    various insurance plans, receive tips about getting the best coverage at the best prices, and
    obtain instant quotes. The amount to which the insured paid
    for the market value of the house in the 1980’s may not be enough to cover the new construction costs should your home be rebuilt 30 years later. Simply fill out our “Compare Free Quotes” box, and we will provide you with numerous home insurance providers that will suffice your requirements.


  31. #
    best home insurance free Gifts — July 19, 2013 @ 8:00 pm

    You need a home insurance policy to protect
    you from financial losses in the event of such unforeseen disasters
    that cause you financial loss. The earth wobble
    and earth changes will not lessen, but rather increase
    as the Pole Shift nears. Thus, considering all these it is obvious that the fire insurance provides great help.


  32. #

    American Southern Home Insurance Company – Manufactured Homeowners Policies – AMIG.
    Popular destinations are Spain, France and Australia. Your best bet is to research
    several different companies to find out which has the best deal.


  33. #
    cheap car insurance over 50's — August 13, 2013 @ 8:20 pm

    Way cool! Some very valid points! I appreciate
    you writing this article and also the rest of the website is extremely good.


  34. #
    car insurance for women drivers — September 3, 2013 @ 1:45 pm

    The common car insurance policies are bodily injury liability, property damage
    liability, and medical payments coverage. Using what you’ve learned from these car insurance secrets
    can help you save money and know how to deal with your
    insurance company. These quotes will let you compare offers between brokers to see who offers the best deal, though they aren’t usually very extensive and inclusive
    of details.


  35. #
    10 best home insurance companies — September 16, 2013 @ 8:20 am

    It might sound odd that acquiring yet another monthly payment to handle can conserve you cash but that is sometimes the case.
    There are things we often wish wee hadn’t done or hadn’t said, or perhaps wish we had done.
    Homeowners insjrance can be an expensive investment
    and if the homeowners insurance policy is not structured to your
    benefit, you will find very few claims that actually pay off for yoou over thhe log run.


  36. #
    Zmom — September 29, 2013 @ 6:01 pm

    Just made this for the fam tonight and it was amazing and oh so easy…had the hubby cut the squash (had my arm workout already for the day in) and whipped it all together. So yummy…..hubby did say he would love to add bacon, but I don’t eat red meat or pork-maybe a turkey bacon would suffice? I loved it the way it was though and can’t wait to make more of your recipes :)


  37. #
    Igor Purlantov — September 30, 2013 @ 5:18 pm

    Magnificent beat ! I wish to apprentice while you amend your website, how could i subscribe for
    a blog site? The account helped me a acceptable deal.
    I had been tiny bit acquainted of this your broadcast offered bright clear idea


  38. #
    Debra — October 17, 2013 @ 4:01 pm

    I’m making this on Sunday but will be buying the squash tomorrow. It looks soooo good! Can you tell me how many squash equal 4 cups cubed? 1 or 2?
    Thanks for the recipe!


  39. #
    Danielle — October 22, 2013 @ 1:39 pm

    Made this last night … my first attempt at cooking butternut squash. LOVED it. I added a bit of red pepper flakes to kick it up a notch. Delicious.


  40. #
    BananaBaker — June 19, 2014 @ 7:24 pm

    I cannot tell you how many times I’ve made this recipe! Each time, it gets tastier and tastier. I use 2% milk instead, and often have cinnamon or all-spice in place of nutmeg (which I rarely have in stock), but this recipe lends itself so well for variation that the each cooking is yet another delicious adventure! It simply cannot fail. Thank you for sharing this with the rest of us! It is a hit with all of my guests. I look forward to many, many years of enjoying this with my family.


  41. #
    Alexis @ Upside Down Pear — October 29, 2014 @ 11:09 am

    I tried a similar dish about a year ago, and while it was good, there was wayyyy too much labor for me. This sounds much more simple, so I’ll definitely have to try this. I get so much squash from my parents since they plant it in their garden every year.

    I also have a problem with patience and end up with a burned tongue….and my tongue burns so easily :(



Leave a Comment

Current ye@r *