Creamy Macaroni and Cheese with Peas

creamy macaroni and cheese with peas

Do you have any idea how many times during any given week that I am asked to make macaroni and cheese?! I’m sure it’s a very common request among households with young kids, but as a mom who prefers it homemade, and with a little different twist each time, I’ve had to come up with some variations to keep everyone around here happy. :)

So when PHILADELPHIA cream cheese recently asked me to partner with them, I knew just the dish I was going to gussy up for my family with the fabulousness of cream cheese. You got it…macaroni and cheese!

I’ve been adding peas to my macaroni and cheese for what seems like forever, so I knew I wanted them to play a part in this skillet of yum. This dish of Creamy Macaroni and Cheese with Peas is rich and flavorful from a homemade cheese sauce that starts with butter and sautéed onion and garlic, and finishes with a thick and creamy mixture of cream cheese, sharp cheddar and Colby-Jack. And then it’s topped off with a contrasting crunchy and super delicious panko crust, oh my! It’s fabulous!!


Disclosure: I was selected by Kraft Foods to be an ambassador for PHILADELPHIA cream cheese. I was compensated for my time to share the “6 Days to Delicious” video and PHILADELPHIA’s partnership with Share Our Strength and their No Kid Hungry® campaign. This recipe and all opinions expressed are my own.


creamy macaroni and cheese with peas

I’m no stranger to PHILADELPHIA cream cheese. It was in Mom’s fridge as I was growing up, and has continued to find a place in my shopping cart throughout my life as well. If you search my recipe archives, you’ll find numerous recipes using cream cheese. It’s a super versatile ingredient that my whole family loves!

PHILADELPHIA cream cheese has been around since 1872, committed to its four fundamental standards to provide a delicious quality product:

  1. Fresh local milk and real wholesome cream: PHILADELPHIA uses milk sourced from dairy farmers local to where the cream cheese is made, and combines it with real, wholesome cream to create their fresh tasting cream cheese
  2. From farm to our fridge in just six days: Fresh milk from nearby farms is made into cream cheese and refrigerated at PHILADELPHIA creameries in Beaver Dam, Wisconsin and Lowville, New York in just six days
  3. Limited use of preservatives: No preservatives are found in the cream cheese brick varieties
  4. Real Ingredients: From crisp jalapenos in its newest variety, Spicy Jalapeno, to pecans in its Honey Nut Variety, PHILADELPHIA provides delicious, fresh taste

To showcase these standards, PHILADELPHIA created a short video titled “6 Days to Delicious” – the graphics are colorful and fun, and the tune is catchy, sure to get you humming. It takes only a minute to watch, please check it out!

No Kid Hungry

PHILADELPHIA cream cheese is proud to partner with national child hunger charity Share Our Strength and their No Kid Hungry® campaign, helping to put an end to childhood hunger in America. The No Kid Hungry® campaign connects kids in need with nutritious food and teaches their families how to cook healthy, affordable meals. The campaign also engages the public to make ending childhood hunger a national priority.

For every share (via facebook and/or twitter) of the “6 Days to Delicious” video, PHILADELPHIA Cream Cheese will donate $1 to Share Our Strength’s No Kid Hungry campaign, up to $50,000.

$1 can help connect a child with up to 10 meals. Gifts made to Share Our Strength and the No Kid Hungry® campaign represent a gift to Share Our Strength’s organizational mission and will be used to reach the highest number of children facing hunger in America. Share Our Strength® does this by combining gifts to address child hunger community by community, state by state. With your help, PHILADELPHIA’s donation today will leverage the time, expertise, and additional funds needed to end childhood hunger once and for all.

PHILADELPHIA also supports Share Our Strength through additional program initiatives such as Taste of the Nation and the Great American Bake Sale for No Kid Hungry®.

Please take a moment to watch the “6 Days to Delicious video”, and then share it via facebook and/or twitter. Thank you for your help in ending childhood hunger in America. 


Disclosure: I was selected by Kraft Foods to be an ambassador for PHILADELPHIA. I was compensated for my time to share the “6 Days to Delicious” video and PHILADELPHIA’s partnership with Share Our Strength and their No Kid Hungry® campaign. This recipe and all opinions expressed are my own. To read the full disclosure of this site, please go here.


Creamy Macaroni and Cheese with Peas

Yield: 10 to 12 servings


    for the crunchy topping:
  • 2 T. unsalted butter
  • 1 c. panko bread crumbs
  • 1/2 tsp. garlic powder
  • 1/2 tsp. onion powder
  • 1/2 tsp. kosher salt
  • 1/8 tsp. black pepper
  • 1 tsp. dried parsley
  • for the cheesy macaroni:
  • 1 lb. elbow macaroni pasta
  • 6 T. unsalted butter, divided
  • 3 c. frozen peas
  • 1/2 c. small diced yellow onion
  • 6 cloves garlic, minced
  • 1/4 c. all-purpose flour
  • 4 c. whole milk
  • 1 c. low sodium chicken broth
  • 1 tsp. dried mustard
  • 1/8 tsp. cayenne pepper
  • 1 tsp. kosher salt
  • 1/2 tsp. black pepper
  • 6 oz. Philadelphia cream cheese, softened and cut into 1'' pieces
  • 8 oz. sharp cheddar cheese, shredded
  • 8 oz. Colby-Jack cheese, shredded


for the crunchy topping:

In a medium skillet over medium heat, melt the butter. In a small bowl, combine panko, garlic powder, onion powder, salt, and black pepper. Add panko mixture to melted butter and stir to coat. Cook, stirring frequently, until the bread crumbs are fragrant and light golden brown. Remove from heat and stir in parsley. Let cool.

for the cheesy macaroni:

Preheat oven to 375°. Coat the bottom and sides of a large cast iron skillet (mine is 12'' diameter with 2'' high sides) with 1 tablespoon of the butter. Set aside.

In a large pot, bring a good amount of salted water to a boil. Add pasta, stir, and cook just until it is barely soft, about 6 minutes. Drain the pasta into a large colander and top with the frozen peas. Fold the pasta and peas together in the colander to 1.) stop the pasta from cooking and 2.) thaw the peas. Let sit while preparing the cheesy sauce.

Return the same large pot to the stove top over medium heat. Melt the remaining 5 tablespoons butter, and then add onion and garlic, stirring regularly until onion is softened, about 3 to 5 minutes. Whisk in flour and cook, stirring constantly, until golden, about 1 minute. Whisk in milk and chicken broth and continue to heat, stirring frequently, until the mixture bubbles and thickens slightly, about 10 minutes. Remove from heat and stir in dried mustard, cayenne, salt, and black pepper. Then stir in cream cheese, cheddar, and Colby-Jack, whisking until completely melted. Taste and season with additional salt and pepper, if desired. Add the drained pasta and peas to the cheese mixture and stir to combine.

Pour pasta, cheese, and peas mixture into prepared cast iron skillet. Sprinkle the crunchy topping evenly over the top, leaving a 1'' border without topping around the perimeter. Bake 25 to 30 minutes, or until sauce is bubbling and the bread crumbs are golden brown. For a blistered cheese effect and extra crunchy topping, place skillet under broiler for a bit to finish it off.


from a farmgirl's dabbles

creamy macaroni and cheese with peas

Here are a just a few more of my family’s favorite recipes that use cream cheese!


26 Responses to “Creamy Macaroni and Cheese with Peas”

  1. #
    Laura (Tutti Dolci) — March 26, 2013 at 7:44 pm

    I absolutely love that crunchy golden topping!

  2. #
    Heather || Heather's Dish — March 26, 2013 at 8:21 pm

    I want to dive in face-first!

  3. #
    Marly — March 26, 2013 at 8:50 pm

    I always love macaroni and cheese and nothing beats homemade! Your photos are beautiful…as always!

  4. #
    Jesness — March 26, 2013 at 10:07 pm

    This recipe made me crazy happy! We grew up adding peas to our boxed mac and cheese. I love a more grown up version.

  5. #
    Tieghan — March 26, 2013 at 11:05 pm

    I am all about the crunchy topping!! YUM!

  6. #
    Blair at — March 27, 2013 at 6:12 am

    Hi Brenda!

    Peas with macaroni and cheese is definitely a favorite in our house as well. I’ll have to try this new version soon!

  7. #
    Ali | Gimme Some Oven — March 27, 2013 at 8:12 am

    This mac and cheese sounds wonderful! I would happily request (and eat) this all the time too. ;)

    And I’m such a fan of Share our Strength. So cool to be a part of this!

  8. #
    Stephanie @ Girl Versus Dough — March 27, 2013 at 8:57 am

    I want to eat that whole skillet. Don’t even need a spoon. :)

  9. #
    Erika @ The Hopeless Housewife — March 27, 2013 at 10:37 am

    This looks like the best mac and cheese. I love your additions of peas and Panko!

  10. #
    Sommer@ASpicyPerspective — March 27, 2013 at 10:40 am

    Oh my word. Cheese, sweet peas and crunchy top?!? I’m coming over…..

  11. #
    Miss @ Miss in the Kitchen — March 27, 2013 at 11:07 am

    I would fit right in at your house. Mac and cheese is my favorite.

  12. #
    Georgia @ The Comfort of Cooking — March 27, 2013 at 12:24 pm

    So great to see that you partnered with Philadelphia on this campaign as well. Such a great cause! And this is such a mouthwatering mac ‘n cheese, too!

  13. #
    Melissa — March 27, 2013 at 1:12 pm

    Macaroni and Cheese is one of my favorites! This looks yummy!

  14. #
    Julia — March 27, 2013 at 1:14 pm

    That crunchy top on a mac & cheese dish looks perfect!

  15. #
    Angie @ Big Bear's Wife — March 27, 2013 at 3:15 pm

    oh my gosh, I thought I was one of the only ones that loved Macaroni and Cheese with Peas!! This looks great!

  16. #
    Cassie | Bake Your Day — March 27, 2013 at 3:35 pm

    Fabulous cause and fabulous recipe, Brenda! I love a good mac & cheese. I bet the cream cheese is amazing in this!

  17. #
    Whitney @ The Newlywed Chefs — March 27, 2013 at 8:27 pm

    Hi Brenda! This looks awesome- perfect any night of the week!

  18. #
    Tara @ Unsophisticook — March 27, 2013 at 10:17 pm

    I must confess that I’m one of those people that has to have everything separated on my plate, with nothing touching, but I think I just might be able to scarf this down! :P

  19. #
    Amanda — March 28, 2013 at 6:55 am

    What a fun recipe and great use of Philly Cream Cheese!

  20. #
    Mom — March 28, 2013 at 8:57 am

    I have been meaning to use my cast iron skillet more, and this looks like the perfect way
    to start. Yum!

  21. #
    Deborah — March 28, 2013 at 9:28 am

    I love that this has cream cheese in it!!

  22. #
    Kiran @ — March 28, 2013 at 3:09 pm

    Delish! I love the added peas in this mac and cheese. Another excuse to indulge more ;)

  23. #
    katie — March 28, 2013 at 6:27 pm

    This looks so good! Anytime you add peas I’m all in!


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