Get ready to see something messy.

Butternut Squash Stuffed Shells I

I have no idea how one is supposed to be able to photograph stuffed shells, but it seemed messier than the time I spilled two of my Wet n’ Wild nail polishes plus had an exploded lip gloss in my caboodle that housed all the string for my friendship bracelets.

This was a massive problem as it inhibited me from sticking the edges of the thread into my caboodle clasp so I could make a candy stripe, then left me absolutely begging my mom to take me to Hills.

Butternut Squash Stuffed Shells I

Please tell me you had a Hills near you when growing up. Hills was like the… old Target. I used to coerce my mom into taking me there where I would spend hours ooogling over school supplies and the huuuuge Bonne Bell and Wet n’ Wild makeup racks.

Oh my gawwwwwd. It was heaven.


Then… sometimes on Friday nights… my dad would take my brothers and me there to get Coke slushies and hot dogs. Seriously… that was like the best thing ever. I have no idea what the equivalent of that would be today but I’m sure it wouldn’t be good and would be highly frowned upon.

Butternut Squash Stuffed Shells I

And the best part of Hills would be that every.single.time you went there would be some kid pitching an absolute FIT, screaming at the top of their lungs, running around and throwing the tantrum of the century. Probably all over some toy they weren’t allowed to buy. Total Hills tantrum. Total hilarity.

I probably think that is really comical since I have yet to procreate. Right?

I know.

I’ll get what’s coming to me.


Back to this wet and wild mess of shells – it’s simply the squash mixture that I’ve become joined at the hip with since I made butternut lasagna and baked butternut penne. I cheated again, but it just feels too good.

You must make. It’s sooo delicious that you’ll cry yourself to sleep.

Butternut Squash Stuffed Shells I


Butternut Squash Stuffed Shells

Yield: makes 20 stuffed shells, serves about 4


20 jumbo shells
2 1/2 cups cubed butternut squash
1 teaspoon olive oil
1/4 teaspoon salt
1/4 teaspoon pepper
1/4 teaspoon nutmeg
2 tablespoons unsalted butter
1 shallot, chopped
1 garlic clove, minced
1 1/2 tablespoons mascarpone cheese
1 tablespoon grated parmesan cheese

for bechamel
2 tablespoons butter
2 tablespoons flour
2 cups milk (I used 2%)
1/4 pinch of nutmeg
salt & pepper to taste

for topping
1/4 cup grated parmesan cheese
1/3 cup mozzarella cheese
10-15 sage leaves


Preheat oven to 400 degrees F. Place butternut squash on a baking sheet and toss with salt, pepper, nutmeg and olive oil. Roast for 20 minutes, flip, then roast for 20 minutes more. Remove from oven and mash with a fork or potato masher until almost pureed.

Boil water and prepare shells according to directions. Mine called for 9 minutes. Drain pasta and set aside to cool. While pasta is cooking, heat a small saucepan over medium heat and add 2 tablespoons butter, garlic and shallots. Whisk until brown bits appear in the butter, then mash into the butternut squash, along with the mascarpone and and tablespoon of parmesan. Spray a baking dish (8×8) or pie plate with nonstick spray. Spoon about 1 1/2-2 tablespoons (depending on the size of your shells) of squash into each shell, then lay in the dish. Repeat.

To make the bechemal, heat a saucepan over medium heat and add butter. Once sizzling, whisk in flour and cook until golden and a nutty aroma appears. Add milk and parmesan and let come to a simmer while whisking constantly. Once sauce has thickened, stir in nutmeg and taste – add salt and pepper if desired. Pour mixture over top of shells, then add mozzarella and sage. Bake at 400 degrees F for 20-25 minutes, or until cheese is golden and bubbly.

Butternut Squash Stuffed Shells I

Have fun on this amateur night Thanksgiving Eve. !

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144 Responses to “Butternut Squash Stuffed Shells.”

  1. #
    Averie @ Love Veggies and Yoga — November 23, 2011 @ 8:00 am

    I love that you filled these with butternut squash.

    And that you had a place where Bonne Bell and Wet n’ Wild makeup was a major score. So did I back in the day. It wasn’t called The Hills, it was a Ben Franklin 5 and Dime store. Super small town stuff. As in, blink and you miss it. Coke slushies and hot dogs? Mine was Dairy Queen Blizzards and curly fries from Hardee’s. Thanks for the trip down memory lane :)

    Happy Thanksgiving!!


  2. #
    Lauren at Keep It Sweet — November 23, 2011 @ 8:13 am

    Wow you just took me back to the days of Lisa Frank Trapper Keepers!

    I love these stuffed shells!


  3. #
    jen — November 23, 2011 @ 8:13 am

    hills “the anti-inflation department store” i remember it well. i always got a small free bag of popcorn on the way out which of course then required a coke slushy to wash it down.
    the shells look great!


  4. #
    J3nn (Jenn's Menu and Lifestyle Blog) — November 23, 2011 @ 8:18 am

    Those look heavenly! I need to make shells more often. They’re so much fun! :)


  5. #
    Katrina — November 23, 2011 @ 8:24 am

    This is one yummy idea!


  6. #
    Bev Weidner — November 23, 2011 @ 8:30 am

    This morning was the first time I’ve ever heard of Hills and I feel like I’ve been cheated out of an ENTIRE CHILDHOOD.

    But then I looked at that cream sauce that blankets those stuffed shells and all is right in the mental stability department once again.

    (p.s. Happy Thanskgiving, Jessica!)


    • Jessica — November 23rd, 2011 @ 11:00 am

      Same to you!


  7. #
    kathleen @ the daily crumb — November 23, 2011 @ 8:31 am

    i love this butternut squash obsession that seems to be taking over your blog!! this looks fantastic :)


  8. #
    Judy — November 23, 2011 @ 8:38 am

    That looks delicious!! What a yummy breakfast it would make right now :)


  9. #
    Mallory — November 23, 2011 @ 8:38 am

    Hill is where the toys are!


  10. #
    chelsey @ clean eating chelsey — November 23, 2011 @ 8:45 am

    Lip Smackers was where it was AT!


  11. #
    Nisrene — November 23, 2011 @ 8:49 am

    Oh my goodness my hips just expanded by looking at those photos. I cannot be tempted by the carb sqaush combo…first layering them between each other and now stuffing one with the other…my jeans will never fit me again.

    The equivalent for me would absolutely be my weekly trips to Costco in which I swoon over the MASSIVE tubs of nutella that I know I should stay away from and that I also know I could easily consume in one sitting spoon in hand…maybe even pretzels for dipping. Instead I walk away and avoid the pastry section where the cupcakes are the size of my head…and I opt for treating myself to a jumbo hot dog w/all the fixings plus a coke all for 1.50.


  12. #
    Winnie — November 23, 2011 @ 8:53 am

    This looks positively divine!!!


  13. #
    Hilliary @Happily Ever Healthy — November 23, 2011 @ 8:54 am

    These look absolutely delicious! I have tons of squash still that I need to use up before they all go bad!


  14. #
    Kelly — November 23, 2011 @ 9:05 am

    Butternut squash is my favorite seasonal food. I feel like you can make it savory or sweet and it is good both ways. I could probably bathe in it and find it useful. :)


  15. #
    Anne Marie — November 23, 2011 @ 9:08 am

    I can’t decide what makes me happier – the fact that you mentioned friendship bracelets, Caboodles, Bonne Bell and Hills (things that pretty much sumed up my existence from age 7 to 12…er, maybe 15) or that these stuffed shells have been added to my MUST MAKE recipe list. Or, if you can just send some to me, I promise to find my caboodle when I’m home for Thanksgiving and send you really sweet neon-colored friendship bracelets. Deal?


    • Jessica — November 23rd, 2011 @ 11:00 am



  16. #
    Angela @ Eat Spin Run Repeat — November 23, 2011 @ 9:10 am

    OMG Have I got a story for you! So the other day I was in the dollar store looking for things to stuff my Operation Christmas Child box (a charity I give to at Christmas where you pack a shoe box of gifts for a child in Africa), and I didn’t know this, but apparently our dollar stores have Lipsmackers now. I figured that whatever little girl gets my shoebox should be stylish and have (possibly her first) Lipsmackers because I thought they were the shizz when I was little, so I bought 2. When I got home to read the rules on shoebox packing, they said that lip balm isn’t allowed in case it melts. So….. I am now probably the only 23 year old I know that currently owns 2 Lip Smackers and has lips that, at this moment, taste like Skittles. But I’m not complaining ;)
    PS. This recipe sounds amazing!!


    • Jessica — November 23rd, 2011 @ 10:59 am

      I freaking love it.


    • Allie M — November 23rd, 2011 @ 3:19 pm

      My mom bought me a Lip Smackers holiday tin EVERY YEAR… until I graduated college. :)


      • Jessica — November 23rd, 2011 @ 5:41 pm

        I freaking loved those things.

  17. #
    Cassie — November 23, 2011 @ 9:12 am

    Pinterest has taken me back to the days of caboodles and Wet n’ Wild nail polish. Oh, the days. I completely missed out on Hills. At least I did get to enjoy some coke slushies and I get to enjoy this delicious butternut squash goodness. I. love. this.


  18. #
    Heather (Heather's Dish) — November 23, 2011 @ 9:14 am

    this is pure genius…i am LOVING the creamy squash-y pastas right now!


  19. #
    Allison — November 23, 2011 @ 9:14 am

    Ahhhhh CABOODLES!


  20. #
    Adrienne — November 23, 2011 @ 9:16 am

    I need to go buy 10,000 butternut squashes so I can make your lasagna, penne and stuffed shells. I had stuffed shells for my birthday every year until I was 15. They definitely need to come back! Happy Thanksgiving :D


  21. #
    Rodzilla — November 23, 2011 @ 9:16 am

    Damn nostalgia just hit hard, I completely forgot we had a hills when I was a kid.


  22. #
    Alicia from Poise in Parma — November 23, 2011 @ 9:19 am

    You just accurately described EVERY trip to Hills I ever took. We went there a lot because my Grandma worked at the snack counter. We’d go and visit her, have a hot dog for lunch, then get our ridiculous shop on. It was glorious.


    • Jessica — November 23rd, 2011 @ 10:59 am

      OMG I would have been so excited if I knew someone working at Hills!


  23. #
    Jessica @ Stylish Stealthy and Healthy — November 23, 2011 @ 9:22 am

    True story: When I was like 8 my mom made me write and sing (and record) a jingle for a Hills contest and it was the greatest song ever written. Unfortunately the Hills execs didn’t agree, bc they chose some lame rap song.
    Some day if we hang out I promise I will sing it for you though. Although it usually takes at least three adult beverages to get me to that point. PS next time Brandon asks why I keep buying butternut squash I’m giving him your email.


    • Jessica — November 23rd, 2011 @ 10:59 am

      I think you need to put that on YouTube.


  24. #
    Grammy — November 23, 2011 @ 9:26 am

    I’m intrigued. By the shells, not the totally unneccessary fit pitching as I HAVE procreated and that kind of thing lost it’s allure for me after the 100th time my Chillun’s did the pitching…


    • Jessica — November 23rd, 2011 @ 10:59 am



  25. #
    Heather — November 23, 2011 @ 9:29 am

    the best part about witnessing an in-store tantrum when you are a kid?
    Your parents INSTANTLY throw looks of pity to the parents of kid, and looks of HOORAY! YOU ARE AWESOME! to you. I am pretty sure I distinctly remember a trip to a large grocery store once when ShuagrMom said “no” to muppet toothpaste UNTIL we came across a set of twins – one running a MUCK up and down the aisle, pulling thing off shelves, and the other SCREAMING BLOODY MURDER refusing to depart from his one square foot space of grocery store real estate. There was kicking. There was punching the floor. There was me, smiling sweetly at my mother. And then there was muppet toothpaste, in the cart.


    • Jessica — November 23rd, 2011 @ 10:59 am

      OMG this made my life. So true.


  26. #
    Katie @ Peace Love and Oats — November 23, 2011 @ 9:40 am

    Haha I’ve never heard of Hills! But those stuffed pasta shells look delicious!


  27. #
    Wendy — November 23, 2011 @ 9:41 am

    Oh yes! I have lots of memories of our local Hills store in Johnstown. And how could I almost forget about the snack counter? I remember school shopping every year at Hills for new clothes and supplies, including Trapper Keepers!


    • Jessica — November 23rd, 2011 @ 10:58 am

      Love me some Trapper Keepers!


  28. #
    Sally @ Spontaneous Hausfrau — November 23, 2011 @ 9:43 am

    I never had a Hills but I am intrigued. I had a Woolworth though it doesn’t sound quite the same.

    Those shells looks so insanely good. I’ve never done a winter squash with a creamy pasta sauce but I keep seeing those recipes and it’s an idea I can’t get out of my head now!


    • Jessica — November 23rd, 2011 @ 10:58 am

      We had Woolworth’s too… I think that was more of a “drug store” while Hills was literally like Target – clothing, beauty stuff, tools, toys, everything!


  29. #
    Jennifer@Peanut Butter and Peppers — November 23, 2011 @ 9:50 am

    I am totally loving these shells! I don’t recall ever seeing big pasta shells like that, but then again I never looked. I need to bookmark this recipe. By the way, when are you coming out with a cookbook? It would be easier to look up the recipe then going on line. When you do create on, be sure to have pictures every recipe.


  30. #
    Jess — November 23, 2011 @ 9:54 am

    We didn’t have Hills, but I certainly remember Ames!

    Oh man these shells look amazing. I’m making a butternut squash macaroni & cheese for Thanksgiving dinner tomorrow, so I’m going to have to try this with whatever butternut squash I’ll have left!


    • Jessica — November 23rd, 2011 @ 10:57 am

      We had an Ames too, and according to Wikipedia many Hills were later turned into Ames?


      • Noemi — November 23rd, 2011 @ 2:16 pm

        We had a Hills near me when we were growing up. I loved riding in the red carts and eating popcorn! Also, those hot dogs rolling around for hours on that metal contraption fascinated me. Our local Hills became an Ames, which finally closed when my sister and I were in high school. Good times– I sometimes have a huge hankering for Hills and their popcorn… though Target’s popcorn does taste pretty close. Good times. Thanks for bringing back the memories! Aaaannnddd…. I still use LipSmackers.

  31. #
    Christina — November 23, 2011 @ 9:58 am

    I love the cheesy squash and sage variations: that’s my favorite fall flavor combination! And I had totally forgotten about caboodles until you referenced them. Oh, the memories.


  32. #
    Annie K — November 23, 2011 @ 9:59 am

    These look delicious!

    Also …maybe worst/better than the hot dog story … we totally had a Hills by us and would go there a lot with my mom when I was little. (We being me and my cousins.) We could never had one of those little tike play houses, but of course I always wanted one. The magical place of Hills always left them out on display. So my mom would take us there and we would play for hours. Yes, that really happened.


    • Jessica — November 23rd, 2011 @ 10:56 am

      Same here!!


  33. #
    Kelly @ Laughter, Strength, and Food — November 23, 2011 @ 10:04 am

    I can still smell the way Hills smelled when you walked in. Like popcorm and soft pretzels. :-)


  34. #
    Sweet Marcella — November 23, 2011 @ 10:07 am

    I still have a friendship bracelet from my sister!! Haha oh the days!

    I knew there would be sage involved in this dish! Love it!


  35. #
    Brindi — November 23, 2011 @ 10:16 am

    Oh my gosh, I loved Hills!!!!! I remember wanting a slurpie every time I went in there :) This looks amazing and i hope you have a fabulous Thanksgiving.

    P.S. Thanks for responding to my email!


  36. #
    Joelle (on a pink typewriter) — November 23, 2011 @ 10:16 am

    Oh my word. I need these. Maybe as an appetizer tomorrow?


    • Jessica — November 23rd, 2011 @ 10:56 am

      Hahaha I love that these could even be considered as an appetizer.


  37. #
    Gina @ Running to the Kitchen — November 23, 2011 @ 10:18 am

    Stuffed shells are probably the messiest thing ever in the kitchen. It looks like a bomb exploded any time I make them. So worth it though.
    PS-I’ve never even heard of a Hills and now I feel like my childhood was deprived.


  38. #
    Adrienne @ Midwestern Belle — November 23, 2011 @ 10:42 am

    Hmm I don’t think we had a Hills here in Kansas City. Or maybe my parents just always took my younger, non-driving self to Wal-Mart. Either way these look delicious!! I will be adding 10-15 sage leaves to my grocery list along with the other ingredients :)


  39. #
    Cat @Breakfast to Bed — November 23, 2011 @ 10:48 am

    Gold Circle then Hills then Ames. They were awesome. And I love you for remembering Hills.


    • Jessica — November 23rd, 2011 @ 10:55 am

      I’ve never heard of Gold Circle!


      • Cat @Breakfast to Bed — November 23rd, 2011 @ 11:12 am

        it was the precursor to Hills in Ohio. It was ghetto hills before ames was ghetto hills.

        • Jessica — November 23rd, 2011 @ 5:47 pm


  40. #
    Cait's Plate — November 23, 2011 @ 10:52 am

    Oh. My. Goodness. I want these. Right now.


  41. #
    Liv B — November 23, 2011 @ 10:53 am

    These look absolutely scrumptious! I’ve always wanted to try a recipe like this, now I have one!


  42. #
    Angie — November 23, 2011 @ 10:59 am

    Totally forgot about sticking the top of a friendship bracelet in the caboodle clasp…thanks for the throwback memory!


  43. #
    Lauren from Lauren's Latest — November 23, 2011 @ 11:04 am

    Messy dishes are the best kind!! Happy Thanksgiving Jess!


  44. #
    Maria — November 23, 2011 @ 11:05 am

    I have to make this. Maybe I can sneak in one more recipe for our big feast:)


  45. #
    Lisa @ Life in Green — November 23, 2011 @ 11:09 am

    So do you have an orange glow to your complexion these days? ;)

    I don’t mind cause I love me some squash too….and sage, which yup still kicking my own but for not growing it this year.


  46. #
    Carol — November 23, 2011 @ 11:15 am

    Hills!! When I was a child my great-aunt Nellie would come once a year during the summer and she would take my two sisters and I to the toy department at Hills and let us pick something. Slushies and popcorn and all the employees wore smocks. Great memories!


  47. #
    Lauren — November 23, 2011 @ 11:16 am

    HAHAHA! They don’t have a Hills in California, but my friends and I used to walk to “Longs” and spend hours deciding which bonnebell lip smacker/ Wet n’ Wild nailpolish we were going to spend our 5$ allowance on!!! I TOTALLY had a caboodle too!!! And if any of my friends had more lip smackers than me, I was totally ridin’ jelly. Then we would walk down to 711 to get COKE slurpees (or a mixture of all five flavors– cause my flavor palate was super sophisticated back then. Happy Thanksgiving:)


  48. #
    Angie — November 23, 2011 @ 11:41 am

    OH MY GRAVY… HILLS. it was the high point of the back-to-school season. every time i hear the word “layaway”, i feel the tiniest tinge of nostalgia and a deeeeeeeeeeeep longing for a Coke slushie.


  49. #
    Carissa — November 23, 2011 @ 11:44 am

    I remember Hills! We used to stop there on our way home from our cabin the Monday after Thanksgiving. Mom would make a long list of everyone we were getting Christmas presents for and we’d go to Hills first and hardly needed to go anywhere else. It was some serious one-stop-shopping. Dad used to take me there for back to school shopping & he’d always get me 3 or 4 outfits even though Mom told him to make me pick just 1. Great memories… :-) Happy Thanksgiving!


  50. #
    Chrissy — November 23, 2011 @ 11:58 am

    Oh my gawd, Hills. I loved that place!



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