1 butternut squash
1 pound elbow macaroni
4 Tablespoons butter
1/3 cup flour
1 1/2 cups milk
1 teaspoon dry mustard
2 teaspoons salt
1/4 teaspoon ground nutmeg plus more for sprinkling
heaping 1/4 teaspoon of cayenne pepper
1 pound sharp cheddar cheese, shredded (about 4 cups)
1 cup chicken or vegetable stock
1 slice of bread – OR – 1 cup panko crumbs

Directions

Preheat oven to 400 degrees F.

Slice squash in half and discard seeds . Peel one of the squash halves and cut into 1-inch cubes.  Spray the half and the chunks with cooking oil and sprinkle with a little nutmeg.  Place the squash half, cut side down, on a baking sheet and scatter the squash chunks next to it in a single layer.  Roast for 45 minutes until very tender.

While squash is cooking, make breadcrumbs by putting 1 slice of bread in the food processor and pulsing until it creates fine breadcrumbs.  Set aside.

After removing squash from the oven, reduce the heat to 350.

When squash has cooled, set aside the chunks of squash.  Peel skin off the squash half and discard.  Puree squash half in food processor until it has a smooth consistency.  Set aside.

Bring a large pot of water to boil. Salt generously. Boil pasta to al dente – about 6 minutes. Drain pasta and set aside.

Melt 3 Tablespoons butter (set aside 1 Tablespoon) and slowly stir in the 1/3 cup of flour to form a paste.

Off heat, SLOWLY whisk in 1 1/2 cups of milk. Return to medium low heat until sauce fully blends and thickens.

Add pureed squash to the thickened sauce.

Add mustard, salt, nutmeg, and cayenne pepper. Stir in 3 1/2 cups of cheese (set aside 1/2 cup for the topping) and 1 cup of stock, alternating cheese and stock by cupfuls. Taste sauce, adjust seasonings if needed.

Combine pasta, squash chunks, and cheese sauce in a large casserole dish, toss to coat evenly.

Melt the remaining Tablespoon of butter and blend with remaining 1/2 cup of cheese and the breadcrumbs to form topping. Sprinkle mixture over the macaroni.

Place macaroni uncovered in a 350 degree oven until cheese sauce is bubbling and breadcrumb topping is lightly browned, about 20 minutes.

Serves 8, leftovers freeze well if you’re so inclined.  Reheat frozen portions in a 350 oven for 20-30 minutes or just nuke it.