# What You'll Need:
→ Pasta
01 - 14 oz elbow macaroni or short pasta
→ Chicken & Marinade
02 - 2 large boneless, skinless chicken breasts, approximately 14 oz total
03 - 3 tablespoons basil pesto
04 - 1 tablespoon olive oil
05 - 1/2 teaspoon salt
06 - 1/4 teaspoon black pepper
→ Cheese Sauce
07 - 3 tablespoons unsalted butter
08 - 3 tablespoons all-purpose flour
09 - 2 cups whole milk, warmed
10 - 1 cup heavy cream
11 - 2 cups shredded sharp cheddar cheese
12 - 1 cup grated mozzarella cheese
13 - 1/2 cup grated parmesan cheese
14 - 1/2 teaspoon garlic powder
15 - 1/4 teaspoon ground nutmeg
16 - Salt and pepper to taste
→ Topping
17 - 1 cup panko breadcrumbs
18 - 2 tablespoons melted butter
19 - 1/4 cup grated parmesan cheese
20 - 2 tablespoons basil pesto
# How to Make It:
01 - Preheat oven to 400°F. Grease a 9x13-inch baking dish with butter or cooking spray.
02 - Cook pasta in salted boiling water for 2 minutes less than package instructions, as it will finish cooking in the oven. Drain and reserve.
03 - While pasta cooks, butterfly chicken breasts and cut into bite-sized pieces. Toss with 3 tablespoons pesto, olive oil, salt, and pepper. Let marinate for 10 minutes.
04 - Heat a large skillet over medium-high heat. Sear chicken pieces until cooked through, approximately 5 to 6 minutes. Remove from heat and set aside.
05 - Melt butter in a large saucepan over medium heat. Whisk in flour and cook for 1 minute until combined.
06 - Gradually whisk in warmed milk and cream, stirring constantly until mixture thickens slightly, approximately 3 to 4 minutes. Lower heat and stir in cheddar, mozzarella, and parmesan cheeses until melted and smooth. Season with garlic powder, nutmeg, salt, and pepper. Remove from heat.
07 - In a large bowl, gently combine cooked pasta, cheese sauce, and pesto chicken until evenly mixed.
08 - Pour pasta mixture into prepared baking dish and spread evenly.
09 - In a small bowl, mix panko breadcrumbs, melted butter, parmesan cheese, and pesto until combined. Sprinkle evenly over casserole.
10 - Bake for 20 to 25 minutes until topping is golden brown and casserole is bubbling at the edges. Let rest for 5 to 10 minutes before serving.
