Shells and Cheese with Butternut Squash and Spinach

Who doesn't like mac and cheese? This is a healthier version of a favorite American comfort food with less dairy and more vegetables. Because Theo hasn't been that into most green vegetables for a while (sigh), I have experimented with cooking them into dishes like this one. Spinach is a super food high in nutrients, and it is one my personal favorites.


In fact, dark leafy greens like spinach are important for skin, hair and bone health, and provide protein, iron, and vitamins and minerals like potassium, vitamins K and A, calcium, magnesium and fiber. Butternut squash, while not a green vegetable, is one of Theo's favorites and is also high in nutrients like vitamins A and beta carotene. Combined with the pasta and cheese, both the spinach and butternut squash add natural sweetness and interesting texture to this dish.

I prefer to use large shells instead of elbows (macaroni) in this dish, as they are easier for Theo to pick up, hold and eat than smaller types of short pasta. Other types of short pasta that are on the larger side, relatively speaking, like rigatoni, penne and fusilli, would also work well. Gluten-free (GF) pasta is another option; see below in the notes for more details.

Because this dish has more vegetables and less dairy, it doesn't stick together quite as well as a regular mac and cheese. Theo doesn't seem to mind, though, and Ben and I really enjoy this dish, too. It's the perfect combination of comfort, nutrition and delicious flavor. 

6+ months - including kids and adults!
Serves 4
Active Prep Time: 10-15 minutes
Cook Time: 12-15 minutes


  • 8 oz. large shells (or any other similar short pasta)
  • 2 bags of Trader Joe’s cubed butternut squash (2 lbs. total)
  • 2-3 (or a few more) large handfuls of baby spinach, organic if possible 
  • 2 T flour
  • 2 T butter
  • 1 ½ cups unsweetened almond milk (or other milk of choice)
  • ¾ cup shredded or grated cheddar cheese - for the béchamel sauce
  • ½ cup shredded or grated cheddar cheese - for the topping


  • Preheat the oven to 400F.
  • Lightly grease the bottom and sides of a square (8x8) nonstick baking dish with olive oil or canola oil cooking spray.
  • Place the cubed butternut squash on a baking sheet with parchment paper or a silicone baking mat and bake for about 20-25 minutes. The squash should be tender and even on the softer side. Check it around 20 minutes to see if it's done, and add more time as necessary. 
  • Optional: after baking the squash, cut it into slightly smaller pieces. This will help it blend and bind into the dish better. It should also make for easier eating.  
  • Cook the pasta according to the instructions on the packaging (minus a few minutes - see notes below). Drain it and set it aside.
  • Once the pasta is drained and the squash is cooked, combine them in the prepared baking dish and set it aside. 
  • Melt the butter in a pan over medium-low heat and add the flour. Stir the butter and flour together to form a paste.
  • Add ½ cup of the milk and stir. Keep stirring until the sauce has thickened slightly, and then slowly add another ½ cup of the milk. Keep stirring until the sauce has thickened slightly again. Repeat these steps with the remaining milk. 
  • Remove the pan from the heat and stir in the cheese (¾ cup for the sauce) until it melts in.
  • Add the spinach to the sauce and stir until it wilts some.
  • Combine the sauce with the pasta and squash in the baking dish.
  • Sprinkle the remaining cheddar cheese (½ cup) over the top of the dish.
  • Bake it for around 12-15 minutes, until the top is golden and bubbling slightly.


To make this dish dairy-free, you could use margarine instead of butter and use vegan cheese like Daiya. Personally, I am not a fan of vegan cheese (as I really love real cheese) but some people enjoy it! It's always worth a try. 

You could probably replace the flour with GF flour. Although I haven't tried this yet (so I can't vouch for it), I assume it would work fine, especially given that it's such a small quantity. Pamela's is my favorite kind of GF flour. Please let me know how this goes if you try it!

Other vegetables like sweet potato and broccoli would also work well in this recipe. In fact, I have made this dish with broccoli and spinach before and it was equally good. To cook the broccoli, I tossed it with 1-2 tablespoons of olive oil and roasted it at 400F for about 15-20 minutes. I then chopped it up into smaller pieces and added it in place of the squash. Alternatively, you could steam or boil the broccoli, but make sure to drain it and get all of the water out before adding it to the dish. If you want to use sweet potato, toss it with 1-2 tablespoons of olive oil and roast it for 25-30 minutes at 400F. Before adding it to the dish, you may want to chop it into smaller pieces like the squash.  

To make this dish gluten-free, you could use Trader Joe’s organic brown rice and quinoa fusilli or Trader Joe’s organic brown rice fusilli, which are both great options. (I have used both and Theo and I liked them.) My favorite GF pasta is DeLallo fusilli because it stays pretty firm and doesn't taste like it's GF! It's important to note, however, that most GF pasta doesn't keep or reheat as well as regular pasta. That being said, if you are GF or prefer to use GF pasta, go for it! This dish would be delicious with any kind of pasta.

When cooking any pasta, whether it's regular or GF, I always shave a few minutes off of the cooking time listed on the package so that the pasta isn’t too mushy or soft. Al dente is best! Just try a piece of the pasta at the end of the adjusted cooking time to see if it's done. If it's not, add another minute or two and check it again.