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1
Cook the macaroni until al dente.
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2
Drain, rinse with cold water to stop the cooking process, and set aside.
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3
Preheat the oven to 400 degrees.
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4
Carefully cut a whole butternut squash in half lengthwise.
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5
Drizzle half the squash with olive oil and place it on a rimmed baking sheet, cut side up.
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6
Roast it in the oven for 20 to 25 minutes until fork tender, watching it to make sure the surface doesnt get burned (it should have some brown areas.)
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7
Store the other half of the squash in the fridge for another use.
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8
When the squash is roasted and tender, scrape out the flesh and mash it with a potato masher.
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9
Sprinkle it with salt and pepper and set it aside.
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10
While youre roasting the squash, add the onions and 2 tablespoons of the butter to a large, ovenproof skillet over low to medium-low heat.
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11
Stir occasionally, cooking the onions until theyre deep golden brown.
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12
Remove them to a plate and set them aside.
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13
To the same skillet you used to cook the onions, melt 4 tablespoons of the butter over medium-low heat.
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14
Sprinkle over the flour and whisk it to make a thin paste.
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15
Cook it for 2 minutes, then whisk in the milk.
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16
Cook it, whisking gently, for a couple of minutes or until slightly thick.
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17
Taste and adjust seasonings.
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18
Youll probably want to add more salt!
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19
Turn the heat to low and stir in the mashed butternut squash.
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20
When it is warmed, stir in the cheese.
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21
If the sauce is overly thick when the cheese is melted, add a splash of milk.
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22
Keep stirring until the sauce is nice and hot, then stir in the macaroni.
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23
Taste and add more salt if needed.
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24
Melt the remaining butter and combine it with the breadcrumbs.
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25
Sprinkle the breadcrumbs over the macaroni and bake it (I do it straight in the skillet!)
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26
at 400 degrees for about 15 minutes, or until the crumbs are golden and the edges bubbly.
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27
Serve immediately!
