Preheat oven to 400o F. Coat Butternut Squash with oil and place in baking dish. Roast for 20-30 minutes or until tender, turning once.

Meanwhile the butternut squash is roasting, cook macaroni according to package directions, drain well. Set aside.

Add cooked butternut squash to food processor or blender and puree until smooth. Add in 1/2 cup of the milk and puree again.

In a large skillet over medium heat, melt the butter. Whisk in flour and nutmeg. Cook for 2 - 3 minutes, whisking constantly. Slowly add the remaining 2 cups of milk and whisk until mixture is smooth. Bring to a boil while whisking, then reduce heat and simmer until sauce has thickened.

After sauce has thickened, add in butternut squash mixture and rosemary. Add the cooked macaroni and onions to the pan and stir until coated.

Grease casserole dish and pour in half of the noddle mixture. Sprinkle with 1 cup of Cheddar Cheese. Add the remaining noodles and then top with the rest of the cheese. Sprinkle breadcrumbs on top if desired.

Bake for 25-30 minutes until heated through.

Serve warm and enjoy!