The Ultimate Macaroni, Cheese and Peas Recipe -
The Ultimate Macaroni, Cheese and Peas Recipe
  • READY IN 50 mins

The Ultimate Macaroni, Cheese and Peas

Recipe by  

"Three kinds of cheese plus sweet peas make this mac and cheese a delicious one-dish weeknight dinner."

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Ingredients Edit and Save

Original recipe makes 4 servings Change Servings
  • PREP

    20 mins
  • COOK

    20 mins

    50 mins


  1. Preheat oven to 425 degrees F. Cook macaroni according to package directions; drain. Cover and keep warm.
  2. Meanwhile, for cheese sauce, melt the 2 tablespoons butter over medium heat in a medium saucepan. Stir in flour, mustard, salt and pepper until combined. Add milk all at once. Cook and stir for 5 minutes or until thick and bubbly. Cook and stir for 2 more minutes. Remove saucepan from heat.
  3. Add cheddar and mozzarella cheeses, stirring until cheese is melted and sauce is smooth. Stir cheese sauce and canned peas into the cooked macaroni. Heat through. Pour into a greased 2-quart baking dish.
  4. Combine breadcrumbs, Parmesan cheese and the 2 teaspoons melted butter in a small bowl. Sprinkle over macaroni. Bake, uncovered, for 20 minutes or until topping is golden brown. Let stand for 10 minutes before serving.
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Reviews More Reviews

Most Helpful Positive Review
Oct 09, 2013

Used frozen peas instead. Added Gruyere, too. Great stuff!

Most Helpful Critical Review
Feb 24, 2015

VERY BLAND!!! Little to no flavor, cheese separated in the oven and was gritty. I was looking for a base recipe for mac and cheese, thought that the way this was seasoned sounded okay. Not! I even made this with full fat items and it did not help the taste. Needed more salt and a lot of flavor help for which I had no idea how to correct.

Nov 10, 2013

YUM! The whole family loved it; I didn't change a thing...perfect the way it is. THANKS!

Sep 12, 2013

Delicious made it as directed

Nov 08, 2014

We made as directed, only using frozen peas instead of canned and adding some leftover prosciutto we had in the fridge. We enjoyed the mac and cheese because we aren't HUGE cheese fans and found that the final product wasn't overly gooey and meltey, but we still got the cheese flavor and texture. Definitely needed some extra salt though, which the prosciutto helped with.

Feb 01, 2014

Needs a bit more flavour, easy to make. Add some garlic powder, salt and pepper

Dec 16, 2014

I used up the last of my Penn and Macaroni boxes, and started a new box of Shell Pastas to make this, and also used 3 types of (full fat) cheeses I wanted to use up. It was a bit challenging to get the Pastas cooked right, but it all turned out great! I even used up the last of a bag of frozen peas I had in the freezer. I only had 1% milk, besides those things I followed the recipe as written and was very happy with it. It is not a real gooey-cheesey recipe which is one reason I wanted to try it. I'd like to make it again as written to make it more guilt-free (if any Mac & Cheese can be considered guilt free? Sometimes you just have to have it!!) I posted a Pic, Thanks for sharing this!

Oct 21, 2014

The peas were just too much and made the entire dish taste like them. If I try this one again, I'll half the peas and use frozen--not canned.


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  • Calories
  • 476 kcal
  • 24%
  • Carbohydrates
  • 54.8 g
  • 18%
  • Cholesterol
  • 59 mg
  • 20%
  • Fat
  • 18.8 g
  • 29%
  • Fiber
  • 7.2 g
  • 29%
  • Protein
  • 26.4 g
  • 53%
  • Sodium
  • 997 mg
  • 40%

* Percent Daily Values are based on a 2,000 calorie diet.

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