Overnight Mac n’ Cheese Recipe

Overnight Mac n’ Cheese Recipe

1 (10 ounce) can of Cream of Mushroom Soup

1 cup milk

1 cup sharp cheddar cheese, cubed

3 Tablespoons melted butter

1 cup uncooked elbow macaroni

1/4 cup bread crumbs

3 Tablespoons onion, chopped

Combine the Cream of Mushroom soup and the milk and whisk until smooth. Stir in the cheese cubes, chopped onion, and uncooked macaroni. Pour the entire mixture into a greased pan. Cover and refrigerate over night. The next day, add the bread crumbs to the top and drizzle the melted butter on the bread crumbs. Bake for one hour at 350 degrees.

Calorie Info

According to Calorie Counter Recipe Analysis site: 358 calories each serving (4 servings total), 13.1g protein, 21.9g fat, 26.8g Carbs.


On Sunday afternoon, I started the first process of making the Overnight Mac n’ Cheese. I didn’t have sharp cheddar cheese so I swapped that with Colby Jack and White Cheddar.

Mix the cream of mushroom soup and milk together. I add some salt and pepper too. Mix it until it’s not lumpy anymore.

Cube the cheese. It’s okay if you add a little bit more than the recipe…gooey cheese is the best part of the mac n’ cheese experience!

You can use any kind of pasta you want. I used whatever I had one cup leftover of.

Add the diced onion to the mixture and mix everything together.

Pour into a greased pan and cover with plastic wrap.

Put in the fridge for 24 hours and then it’s ready for the second step.


The second day is actually super easy. It’s the day you sprinkle bread crumbs on top and pour some melted butter on that.

Bake in the oven at 350 degrees for about an hour.

You can tell it’s done when the casserole is bubbling and the cheese is melted.

If you want the top extra crunch, pop it back in the oven and use the broiler. Just be careful you don’t burn it! The Colby Jack cheese didn’t melt as well as the sharp cheddar usually does. Oh well, live and learn.

Michael decided he wanted to “white trash” his mac n’cheese up. He cooked a bratwurst and sliced it into his dinner.

I ate a salad with mine.

For some added carbs, I had a Mirror Pond Pale Ale with dinner. 🙂

Dinner was served!

QUESTION: What is your favorite Mac n’ Cheese recipe?

Author: Lisa Eirene

About Lisa Eirene Lisa lost 110 pounds through calorie counting and exercise. She swims, bikes, runs, hikes and is enjoying life in Portland, Oregon. Her weight loss story has been featured in First Magazine, Yahoo Health, Woman's Day and Glamour.com.

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