# 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 thoroughly with butter or cooking spray.
02 - Bring a large pot of salted water to boil. Cook pasta 2 minutes less than package instructions to maintain firmness, as it will continue cooking in the oven. Drain and set aside.
03 - While pasta cooks, butterfly the chicken breasts horizontally and cut into bite-sized pieces. Toss with 3 tablespoons basil pesto, olive oil, salt, and pepper. Allow to marinate for 10 minutes.
04 - Heat a large skillet over medium-high heat. Sear the pesto-marinated chicken pieces until cooked through, approximately 5-6 minutes. Remove from heat and set aside.
05 - In a large saucepan over medium heat, melt butter. Whisk in flour and cook for 1 minute, stirring constantly to create a roux.
06 - Gradually whisk in warmed milk and heavy cream. Continue stirring constantly until the sauce thickens slightly, approximately 3-4 minutes. Lower heat and stir in cheddar, mozzarella, and parmesan cheeses until completely melted and smooth. Season with garlic powder, nutmeg, salt, and pepper. Remove from heat.
07 - In a large mixing bowl, gently combine the cooked pasta, cheese sauce, and pesto chicken until evenly distributed. Be careful not to break the pasta.
08 - Pour the pasta mixture into the prepared 9x13-inch baking dish, spreading evenly.
09 - In a small bowl, combine panko breadcrumbs, melted butter, parmesan cheese, and 2 tablespoons basil pesto. Mix until breadcrumbs are evenly coated. Sprinkle the topping evenly across the casserole surface.
10 - Bake for 20-25 minutes until the topping is golden brown and the casserole bubbles around the edges. Remove from oven and allow to rest for 5-10 minutes before serving.