1

Preheat the oven to 375-degrees F.

2

Spray a 13-by-9-inch baking dish with nonstick cooking spray. Set aside.

3

Place a large pot over medium heat. Add the squash, Simply Smart milk, broth, garlic, and thyme. Simmer until the butternut squash is fork tender.

4

Remove the thyme sprigs from the butternut squash mixture. Transfer the squash mixture, including the liquid, to a food processor or blender. Puree until the mixture is velvety smooth.

5

Meanwhile, cook the macaroni to al dente (with a bite) in boiling salted water. Drain and rinse with cool water.

6

Spread out the macaroni in the prepared baking dish. Pour the squash puree over the pasta.

7

To prepare the topping: In a large mixing bowl, combine the breadcrumbs, parsley, salt, garlic, and red pepper flakes (if using). Spread evenly over macaroni. Cover the baking dish with aluminum foil.

8

Bake for 35 minutes until bubbly.

9

Remove the foil from the baking dish. Sprinkle the cheese evenly over the top and bake for an additional 5 minutes.