WASHINGTON, DC (WUSA) -- Kristy Bernardo ofTheWickedNoodle.com stopped by to show us how to makeatraditional Thanksgiving side dish with a twist.

Butternut Squash Mac and Cheese with Buttery Bacon Breadcrumbs


10-12 slices bacon, cooked and crumbled

1 cup panko breadcrumbs

1/2 cup plus 1 T butter, divided (1 stick)

2 cups diced butternut squash

1 cup chopped sweet yellow onion

2 cups whole milk

1 cup heavy cream

1/4 cup flour

2 cups shredded cheddar, jack or a mexican blend

2 cups shredded swiss or gruyere

1 pound small pasta (I like mini penne but macaroni also works well)

kosher salt & freshly ground black pepper, to taste

Cooking Directions:

  1. Preheat oven to 375F.
  2. Place panko breadcrumbs and cooked and crumbled bacon into a food processor; blend until it is all roughly the same size. Melt 1/4 cup butter and, with the motor running, drizzle into bread crumb mixture and process until incorporated. Set aside. (Note: this step is optional. The texture of the breadcrumbs is recommended, however, but you could omit just the bacon or the entire mixture altogether if you desire).
  3. Melt 1 T butter in skillet and add chopped onions and butternut squash. Season with salt and pepper. Cook until onions and squash is very tender and beginning to brown. Using a meat mallet (or other utensil), mash squash thoroughly. Set aside.
  4. Meanwhile, cook pasta to al dente according to package directions. Set aside until sauce and squash mixture is done (you can drizzle a little olive oil on it to keep it from sticking).
  5. Melt remaining butter in large saucepan; add flour. Stir to form a roux and continue to cook for 1-2 minutes or until flour smells nutty and is lightly brown. Whisk in milk and cream and bring to a simmer. Add cheese, a cup at a time, and continue stirring until cheese is completely melted. Taste and season with salt and pepper.
  6. Grease a 13x9 baking dish (I have used an 11x7 with no problems). Add cooked pasta and butternut squash/onion mixture to sauce; mix thoroughly. Pour into baking dish and sprinkle bacon breadcrumbs over the top.
  7. Bake for 15-20 minutes or until it is hot and bubbling at the edges. Enjoy!
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