Homemade macaroni and cheese with ham and peas is a perfect, quick meal that is always creamy (NEVER grainy). Get creative with the add-ins and toppings!
baked macaroni and cheese peas and ham
Oh the ooey gooey goodness. This macaroni and cheese with ham and peas is one of our favorite weeknight meals. This is THE perfect way to use up leftover ham. It is quick, easy, and SO versatile. You have SO many options here. Keep it plain or make it fancy. Either way, this will be your new go-to mac and cheese base recipe! Read all of our mix-in and topping options below.

Basic Macaroni and Cheese:

As mentioned above, if you aren’t big on ham or peas, this is still the perfect “base” recipe. You can make this a couple different ways. You can do a basic skillet macaroni and cheese by doing it all in the skillet and serving it creamy (my kids favorite way). The other option is to BAKE it…

Baked Macaroni and Cheese:

The recipe below is for a baked macaroni and cheese with ham and peas. The “topping” is just an added layer of cheese. The added cheese makes for a slightly crisp, bubbly layer on the top, which is amazing (and easy). You can also broil for a minute or two instead of baking if you still want the extra creamy noodles and just a light crusty topping (best of both worlds)– just be sure to keep and eye on it so it doesn’t get scorched. I also love making a crumb topping with equal parts Panko bread crumbs and parmesan cheese (about 1/2 cup each or so). If you want to get even fancier, you can use a stuffing mix as your topping instead. The possibilities are endless!

The cheese(s):

My favorite cheese to use with homemade mac and cheese is sharp cheddar. Sometimes even EXTRA sharp. Sometimes that can be a little much for the kids, though. I usually end up doing a blend of cheeses. The last time I made this I actually used a blend of sharp cheddar and Havarti. I love the taste of the sharp cheddar and the smooth, creaminess of the Havarti. Havarti just melts so well (and gives you those beautiful cheese pulls.. as illustrated below).


easy smooth baked macaroni skillet with ham and cheese

Mix-in Options:

If ham and peas aren’t your thing, no biggie. You can add bacon, spinach, BBQ pulled pork (seriously though, try it with the BBQ pork because it is AMAAAZZZING), shrimp, ground beef, broccoli, smoked sausage… whatever! You can also add a crumb topping (see above, under “Baked Macaroni and Cheese”)

Gluten Free Macaroni and Cheese:

This Mac and Cheese can EASILY be made GF, mainly because the roux for the sauce is made with corn starch, not flour, like most recipes. You will find that the corn starch makes the sauce so it is NOT gritty at all. So really, the only thing you need to do to make this gluten free is swap out the macaroni noodles for GF mac. We used the Barilla Elbow Macaroni to make the GF version (the Barilla GF pastas have been my favorite GF noodles so far). My family honestly didn’t even taste a difference. The same rules apply for GF noodles as below.. make sure they are under-done a bit before adding to the sauce if baking. See that picture below? Yeah, that right there is the GF version!

smooth baked macaroni and cheese gluten free

Just a couple quick tips:

Remember– make sure the noodles are UNDER cooked, especially if you are going to bake it (same goes for the gluten free version). Muy importante. Also, use cheese that has NOT been pre-shredded. Trust me, if you do NOT want a gritty mac and cheese you will shred it yourself. It’s not that hard… builds muscles.. and character.

On to the Recipe:

I now present to you, non-gritty, delicious, creamy mac and cheese (with ham and peas).

baked macaroni and cheese peas and ham


Homemade Macaroni and Cheese with Ham and Peas

Homemade macaroni and cheese with ham and peas is a perfect, quick meal that is always creamy (NEVER grainy). Get creative with the add-ins and toppings!

Course: Main Course

Cuisine: American

Servings: 8 servings

Ingredients (with Amazon Links)


  1. Preheat oven to 350 degrees (if baking)

  2. Prepare macaroni according to directions on box, removing from the heat about 1 minute before recommended “al dente” cook time (check macaroni around the 5 minute mark– you want it to have a bit of bite to it. If making GF noodles, check around 4 minutes). 

  3. Drain noodles and set aside. 

  4. While noodles are cooking, melt butter in a large, oven safe skillet or dutch oven. over medium heat 

  5. Slowly add corn starch while stirring constantly with a whisk. 

  6. Keep stirring for about 1 minute until the roux becomes bubbly. 

  7. Add milk, a little at a time, until sauce becomes thick (you want the consistency of gravy). Add more milk if necessary. If it gets too thin, you can mix a little corn starch with some milk and add it to the mixture to thicken. 

  8. Add dry mustard and salt and pepper to taste (you can be generous with the salt.. really, add quite a bit if you need to. Mac and cheese isn’t supposed to be bland). 

  9. Add cooked macaroni to the sauce. Stir well to coat.

  10. Add ham and peas and stir to combine.

  11. Add cheese (reserving a little if you want to add cheese to the top as a topping).

  12. If you want a creamier mac and cheese (not baked) reduce heat and cook on stove top until noodles are cooked through. You may need to add a little milk as needed.

  13. To bake, add reserved cheese to the top and place in pre-heated oven for 25-30 minutes or until cheese topping becomes bubbly and golden-brown. (see notes above)

  14. Remove from oven and allow to cool for about 3-5 minutes before serving. 

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More from Favorite Family Recipes:

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