Composite flip-chip with encased components and method of fabricating the same is described. One aspect of the invention relates to fabricating composite flip-chip packages for integrated circuit dice. Interposing substrates are formed. At least one discrete component is attached to a bottom surface of each of the interposing substrates. A first array of solder balls is placed on the bottom surface of each of the interposing substrates. The interposing substrates are mounted to a carrier strip. The integrated circuit dice are attached to top surfaces of the interposing substrates. The integrated circuit dice and the interposing substrates are encapsulated in molding compound to define flip-chip assemblies.