Ultra Creamy Macaroni and Cheese (AKA, Mac and Peas)

This Ultra Creamy Macaroni and Cheese is comfort food to the max. Rich, satisfying, and ready in about thirty minutes flat. Read on, or jump straight to the recipe HERE.

Ultra Creamy Macaroni And Cheese | Will Cook For Friends

The beginning of December has been cold, grey, and depressing as hell… and I find myself craving more than anything else my dad’s stove-top macaroni and cheese. It’s one of those foods I grew up on, and when future scientists study my body, they will no doubt find that it’s made up of approximately 95% mac and cheese.

When my brother and I were kids, my dad always added sweet corn to his mac, and as a teenager I started adding frozen peas, too. It might seem odd, but those little nuggets of corn and peas are a welcome pop of sweetness amid all the ooey gooey cheesy goodness, and to this day, “mac and peas” is my number one comfort food.

Ultra Creamy Macaroni And Cheese | Will Cook For Friends

I could have been a mac and cheese connoisseur as a kid. My dad had his homemade stove top recipe, my mom had her famous baked mac (adapted from Betty Crocker and topped with a crunchy layer of crushed potato chips — best mom ever) and of course there was the occasional boxed variety. I remember loving all of them, in their own (very different) ways.

This recipe here was inspired by all of them — and also, by my brother ordering mac and cheese at Panera’s last week. I didn’t even know they HAD mac and cheese, and have you tasted it? Like a hug in a bowl, that is.

I took a queue from Panera’s super velvety cheese sauce, and decided to ramp up my dad’s old stove-top recipe to make it as creamy and ooey-gooey as possible. Then I added in some of the signature touches from my mom’s recipe, going with my gut as I stirred together the creamiest cheese sauce I could concoct. The result is an amalgamation of all my favorite macs put together. Like franken-mac, only less mad scientist-y.

Ultra Creamy Macaroni And Cheese | Will Cook For Friends

I remember one time… just once, though the memory stands out clear as day… that I had one of those velveeta squeeze-from-a-pouch kinds of macaroni and cheese. Which, as a kid, was totally the coolest thing ever, but as an adult is kiiiind of scary. I mean, what is that stuff, anyway? I imagine it’s the same green slime they dumped on kids on Nickelodian, only tinted a different color. Ew.

But seriously, if you know the kind I’m talking about you know it’s basically the gooiest (in the best possible way) mac and cheese. And this homemade version reminds me of that, only minus the scary ingredients and freakish shelf-stability. It’s all the good parts (creamy, delicious) with none of the bad parts (mystery colors and preservatives). In fact, it’s almost sorta kinda healthy, because the secret ingredient for that ultra creamy texture is a big ol’ dollop of greek yogurt.

Greek yogurt makes everything healthy, right? RIGHT? (Don’t ruin this for me.)

Top Tips For an Ultra Creamy Mac And Cheese:

  • Two kinds of cheese. You can totally go with all-out cheddar if that’s what you have, but I like to do a (approximately) 70/30 mix of cheddar and another kind of cheese. My go-to right now has been gouda, because it has a great mild nuttiness, and melts like a dream.
  • Choose your noodles. It’s true that any kind of noodle will work for mac and cheese, but shells have got to be my favorite. They’re bowl shape really holds on to the cheese sauce, and the peas and corn nestle down into them so you get some in every bite.
  • A dollop of yogurt for tang and consistency. I’ve been doing this for I don’t know how long, and I don’t foresee stopping anytime soon. Adding a scoop of plain (unflavored) yogurt is an easy way to add extra creaminess, a wonderful bit of tangy flavor, and a touch more protein.

I don’t remember where I picked up the whole adding-greek-yogurt-to-my-macaroni-and-cheese thing, but if you’ve never tried it, it’s a keeper. Beyond just adding a creamy texture, the yogurt lends a subtle tanginess that I really like.

Yogurt, vegetables, and if you use whole wheat noodles, whole grains! This mac and cheese is practically a health food, I tell you. Practically.

Ultra Creamy Macaroni And Cheese | Will Cook For Friends

Needless to say, this macaroni and cheese succeeded at cheering me up. It’s a slightly grown up version of my childhood favorite, but at the same time, perfectly nostalgic and exactly what I needed. Like a great big cheese hug. Which, let’s face it, is my favorite kind of hug.

Do you have a favorite thing to mix-in to your mac and cheese? Peas and corn are my go-to, but I’d love to hear your favorite add-ins in the comments below!

5.0 from 4 reviews
Ultra Creamy Macaroni and Cheese (AKA, Mac and Peas)
Cook time
Total time
Like a hug in a bowl. This mac and cheese is rich, creamy, and utterly indulgent, while still having some sneaky good-for-you ingredients. It's my ultimate comfort food, and I hope it will be yours, too!
Serves: About 6 servings
  • 1 lb. shells, or other kind of pasta (like elbows or fussili)*
  • 2 TBSP unsalted butter
  • 4 TBSP all purpose flour*
  • 3 cups warm milk (I like to use whole milk, but I grudgingly admit you can get away with using 2% or skim if you really want to)
  • 8 oz. sharp white cheddar, shredded
  • 4 oz. gouda (or other good melting cheese you like), shredded
  • ½ cup plain (unsweetened) greek or regular yogurt
  • 1 tsp. mustard powder
  • 1 tsp. kosher salt (or ½ tsp. fine grain sea salt), or to taste
  • ½ tsp. fresh cracked black pepper, or to taste
  • 2-3 dashes hot sauce, like frank's red hot, or to taste
  • 1 cup frozen peas (or you can use fresh)
  • 1 cup frozen corn (or you can use fresh, or canned)
  1. Bring a pot of water to a boil, season well with salt, and cook the pasta according to package directions.
  2. While the pasta is cooking, make the cheese sauce. In a large pot over medium-high heat, add the butter. Once it's melted, add the flour, and stir for a minute or two. Slowly add the milk, whisking/stirring constantly until there are no lumps.
  3. Cook, stirring occasionally, until the milk has thickened, about 6-8 minutes. Turn off the heat and add the cheese a handful at a time, stirring after each addition until the cheese has melted smoothly into the sauce. Once all of the cheese is in, add the yogurt, mustard, salt, pepper, and hot sauce, and stir to combine. If the sauce starts to get cold, set it over a low flame to re-warm.
  4. Drain the pasta, and add it to the sauce along with the peas and corn. Stir, taste, and adjust seasoning as needed.
  5. Serve hot.
*If you wanted to make this mac and cheese gluten-free, I've had good luck making a roux (flour and butter mixture) using sweet rice flour in place of the wheat flour. I suggest using 1 TBSP less of the rice flour, as it can sometimes leave a grainy texture behind. Of course, swap the noodles for your favorite gluten-free variety, too.

A word about leftovers: when the mac and cheese cools, the sauce will thicken up quite a bite. To thin it out, just ad a little extra milk while you re-warm it. I successfully made a whole pot of this in advance, kept it in the fridge, and then reheated it slowly over a medium-low flame, stirring frequently, with about ¼-1/2 cup extra milk added. Be sure to adjust the seasoning after adding any additional milk, as it will dilute the flavor a bit. And, if you actually plan on making this in advance of when you want to serve it, it's a good idea to undercook the noodles a touch, as they will finish cooking while you warm everything back up.

Recipe adapted from my dad's recipe, with some inspiration from this copycat Panera Mac and Cheese from Food Folks and Fun.


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28 Responses to Ultra Creamy Macaroni and Cheese (AKA, Mac and Peas)

  1. Christiann Koepke December 7, 2016 at 2:35 pm #

    Mac and cheese everyday – the best! This recipe looks so tasty

  2. Shelly @ Vegetarian 'Ventures December 7, 2016 at 3:30 pm #

    Oh man – I’ve been craving carbs so much with the chilly weather and totally agree that mac and cheese in all forms is amazing. It’s one of the new foods I don’t mind coming from a box but also love the baked version and a homemade stove top one. So many amazing options!

    • Willow Arlen December 7, 2016 at 4:01 pm #

      Same here, Shelly! The cold weather hits and the carb cravings come right along with it. I don’t mind the occasional boxed mac and cheese either, but there’s something so comforting to me about a gooey pot of homemade. :)

  3. Luci {Luci's Morsels} December 7, 2016 at 4:20 pm #

    This mac and cheese looks ultra creamy indeed! I love that it uses peas for an extra punch of nutrition and flavor. I bet I could even get my husband to like this!

    • Willow Arlen December 7, 2016 at 5:43 pm #

      Thanks Lucy! The peas really are a great added flavor, plus I can feel a bit better about eating it. :)

  4. Julie | Bunsen Burner Bakery December 7, 2016 at 5:02 pm #

    Oh goodness, this looks so rich and decadent – exactly what I need after the rough week I have had!

    • Willow Arlen December 7, 2016 at 5:44 pm #

      Sorry to hear you’ve had a rough week, Julie! Mac and cheese is the perfect cure. ;)

  5. Debi at Life Currents December 7, 2016 at 5:27 pm #

    This looks great! I’ve always added peas to my mac & cheese. I love the flavor combo, and the added veggie to my dinner!

    • Willow Arlen December 7, 2016 at 5:44 pm #

      That’s awesome, Debi! I thought I was the only one. Glad to know I’m not alone. :)

  6. betty December 7, 2016 at 5:38 pm #

    So cozy I want this tonight. But, no cheddar so off to the store I go!!!

  7. Igor @ Cooking The Globe December 7, 2016 at 5:53 pm #

    This Mac & Cheese looks out of this world good. Love the addition of corn and peas!

  8. Suzy | The Mediterranean Dish December 7, 2016 at 6:55 pm #

    Great recipe! And thank you for the tips!

  9. Tessa | Salted Plains December 8, 2016 at 1:59 pm #

    The ultimate comfort food! Love the yogurt tip!!

    • Willow Arlen December 8, 2016 at 5:17 pm #

      Thanks Tessa! The yorgurt is such a nice addition, I hope you try it!

  10. Valentina @Hortus December 8, 2016 at 4:57 pm #

    Ha! If it were me, I would probably make peas-and-cheese rather than mac and peas – I’d surely load up on a crazy amount of veggies! I also see broccoli or pumpkin as a rather fitting vegetable.

    • Willow Arlen December 8, 2016 at 5:19 pm #

      Haha, that works, too! When I’m feeling really lazy, I’ve been known to get bags of mixed frozen vegetables and just chuck the whole thing into the pot. Pumpkin is a great ideal, and one I’ve never tried before!

  11. Ruby & Cake December 9, 2016 at 6:23 am #

    “a hug in a bowl” I love that! I had mac & cheese for the first time only last winter and I cannot believe I have lived my whole life without it. I always add peas but my sister loves it when I add in chorizo or pancetta. My housemate loves it with tomatoes and truffle oil. Adding yogurt is a stroke of genius and it certainly looks so creamy. I can’t believe your mum put crisps onto of it I will have to try that!!!

    • Willow Arlen December 9, 2016 at 5:30 pm #

      Heheh, thanks! It’s hard for me to imagine having mac and cheese for the first time as an adult… that’s crazy! I’m glad you’ve been converted to the cheesy side. ;)

      Your sister sounds very wise. I’ll have to try it her way with chorizo or pancetta next time!

  12. Aysegul December 11, 2016 at 5:48 pm #

    I am all in for mac and cheese. I can have this every.single.day.
    I love the idea of adding yogurt. Never thought of that but it makes total sense.
    Thanks for the tip! :)

    • Willow Arlen December 11, 2016 at 6:17 pm #

      Same here, Aysegul… mac and cheese forever, haha!

  13. Sarah @ Snixy Kitchen December 12, 2016 at 10:55 pm #

    Greek yogurt absolutely makes everything healthy! Oh man, what I wouldn’t give for a bowl of these mac and peas RIGHT NOW!

  14. Meg | Meg is Well December 13, 2016 at 7:11 pm #

    I want to try every single mac and cheese recipe out there but this one looks especially creamy and delicious! I use the “greek yogurt makes everything healthy” argument all the time too-because it’s TOTALLY true.

    • Willow Arlen December 13, 2016 at 10:45 pm #

      Haha, I know, right?! If there weren’t any consequences to eating it for breakfast lunch and dinner, I would be down for trying every mac and cheese recipe I could find. :P

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