Baked Mac and Cheese with Sweet Peas

I know, I know. You’re sick of hearing about my obsession with macaroni and cheese. But I can’t help it! Who can resist a pasta smothered in an amazing creamy cheese sauce?

I’ve tried some great recipes, each better than the next for mac and cheese. The way I make it now is a mix of a few, and it is YUMMY!

mac + cheese

Baked Mac and Cheese with Sweet Peas


  • 1 lb. cavatappi pasta (you can really use whatever kind you want. if you’d prefer, elbows always work well)
  • 4 cups of milk
  • 4-5 cloves of garlic
  • 5 cups of shredded cheese (I used 4 different kinds and mixed it up)
  • 3 tablespoons of unsalted butter
  • 3 tablespoons of flour
  • 1 cup of frozen peas
  • Salt and pepper to season
  • Italian breadcrumbs (about 3/4 cup)

Start by cooking your pasta. Put the water on in a large pot to boil. Get started on the cheese sauce while you’re waiting for the water to boil.

Use a medium-large saucepan and add the 4 cups of milk. Heat over medium heat. Smash the garlic cloves and cut them in half, then add to the milk. Whisk the milk frequently to ensure it’s not scalding on the bottom, and cook over low-medium heat for 15-20 minutes. This will infuse the milk with an amazing garlic flavor, which I LOVE in mac and cheese. If you aren’t big into garlic, you can leave this part out.

a little garlic in your milk? oh yes please.

In a large saucepan (you’re going to add the 4 cups of milk to this, so make sure it’s big enough!), melt the butter. Add the flour and whisk together. Make sure you get any lumps out. This will help thicken the cheese sauce later.

it's like butta....

Strain the garlic cloves from the milk and discard them. Add the four cups of milk to the saucepan with the butter/flour mixture and whisk well to combine.

It’s probably time to put your pasta in to boil now, so check on that! Cook the pasta 2-3 minutes less than it says on the box. The pasta will continue to cook in the oven, so you don’t want it to get too mushy.

Back to the cheese sauce. Heat the milk mixture over low-medium heat and begin adding the cheese. I used a mixture of cheeses including sharp cheddar (bought in a block and I cut it up into small cubes), a bag of shredded cheese (approximately 2 cups) which was a mixture of cheddar and Monterey Jack, and about one cup of shredded part-skim mozzarella cheese. The cheeses are all about your preferences. I like a much sharper flavor, so I went with sharper cheddars. All together I had about 5 cups of cheese.

New York cheddar. Woo for NY!

Add the cheese about one cup at a time and whisk well. For me, it took awhile for the cheddar pieces to melt in, but the shredded cheese melted much faster. The sauce will begin to thicken. Make sure the cheese totally melts! This might take some patience and extra whisking, but you can do it. Take a quick taste too, just to see if it needs a little salt or pepper.

it might be tempting, but drinking this would probably be a bad idea

Your pasta should be cooked and slightly under done by the time your cheese mixture is ready. Add the pasta to your cheese mixture and stir it together. Then add the frozen peas and make sure they are mixed together and evenly distributed. The peas can be added straight from the freezer, no need to thaw them.

mac + cheese + peas

Now add this to a large casserole dish that has been greased with butter lightly (so it doesn’t stick!). I had a little bit more pasta than there was room in the casserole dish, so I made two mini mac and cheese dishes that could be individual portions.

mini mac and cheese

Now sprinkle the bread crumbs on top. I used about 3/4 of a cup, but use less or more depending on what you like. Once it’s ready, put in the oven on 375 degrees for about 45 minutes. The breadcrumbs should get slightly browned on top and the sauce will be bubbly and amazing. It will be hard, but let it cool for 10-15 minutes before you dig in. It will be super hot!

and you're done! well worth it.

Now grab some friends (or don’t, you could just eat it yourself) and dig in! We had two friends staying with us when I made this and it was a huge hit. Baked mac and cheese is always a crowd pleaser!

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