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+ servings
Overhead shot of mac and cheese casserole with serving missing from baking dish

Overnight Mac and Cheese Casserole

Overnight mac and cheese casserole is a delicious, easy recipe that's prepped entirely ahead. It's perfect for busy weeknights! 

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For the sauce:

  • 4 tablespoons butter
  • 4 tablespoons flour
  • 4 cups milk I used skim
  • salt and pepper to taste

For the casserole:

  • 2 cups dry elbow macaroni
  • 1 1/2 cups cooked cubed chicken breast (about 1 large breast)*
  • 1 tablespoon extra virgin olive oil
  • 8 ounces mushrooms stemmed and coarsely chopped
  • 1/2 cup fresh or frozen peas thawed if frozen
  • 2 cups Kraft Natural grated cheese divided (I used Mexican)
  • 1 tablespoon unsalted butter melted
  • 1/3 cup panko breadcrumbs


Prepare the bechamel sauce:

  • Heat the butter in a large saucepan over medium heat. Once melted, sprinkle in the flour and whisk until combined. Continue to whisk until the roux is golden brown and smells like shortbread, about 1 minute.
  • Remove from heat and whisk in 1/3 of the milk slowly until a smooth paste forms. Whisk in the remaining milk, and place back over medium heat. Bring to a boil, whisking constantly, about 10 minutes. The sauce will have reduced by about 1/3 and will coat a wooden spoon. Season with salt and pepper, to taste, and pour into a large bowl and allow to cool completely.
  • Once the sauce has cooled, add the elbow macaroni and stir until completely coated with the sauce. Cover with plastic wrap and chill in the refrigerator overnight until the pasta has softened completely.

Saute the mushrooms:

  • Heat the olive oil in a large skillet over medium heat. Saute the mushrooms until browned and softened, about 5 minutes. Add the thawed peas and saute 1 minute more. Remove from heat and store in an air tight container in the fridge until the next day.

Assemble the casserole:

  • Preheat the oven to 350 degrees F and grease a 9x13" baking dish with cooking spray.
  • Add the chicken, mushrooms, peas, and 1 1/2 cups of the cheese to the pasta mixture and stir to combine. Pour into the prepared casserole dish and spread evenly. Sprinkle the remaining 1/2 cup of cheese on top.
  • In a small bowl, combine the panko breadcrumbs with the melted butter until coated, and sprinkle over the top of the casserole. Bake for 30-40 minutes or until bubbly and golden brown. Let stand for about 10 minutes, serve, and enjoy!


  • *This recipe is perfect for leftover chicken or rotisserie chicken, or simply bake your chicken breast(s) in the oven with salt and pepper at 350 degrees F for 20 minutes or until the internal temperature reaches 165 degrees F.
  • The mushrooms and peas may be substituted with your favorite veggies.


Calories: 394kcal, Carbohydrates: 26g, Protein: 23g, Fat: 22g, Saturated Fat: 12g, Polyunsaturated Fat: 8g, Cholesterol: 79mg, Sodium: 391mg, Fiber: 2g, Sugar: 2g

Nutrition is estimated using a food database and is only intended to be used as a guideline for informational purposes.

Did you try this recipe?Be sure to tag @flavorthemoments with the hashtag #flavorthemoments on Instagram so I can see what you made!