Crispy Baked Tilapia with Macaroni and Peas

Preheat the oven to 425°F. Lightly grease a large baking sheet with cooking spray or line it with parchment paper.

Place 1 cup of panko breadcrumbs in a dry skillet over medium heat. Toast, stirring constantly, for 3 minutes until lightly golden brown. Transfer the toasted panko to a shallow bowl and stir in 1/2 tsp of salt and 1/4 tsp of black pepper.

Set up two more shallow bowls: place 1/4 cup of all-purpose flour in the first, and whisk 2 eggs with 1 tbsp of water in the second.

Pat 4 raw tilapia fillets dry with paper towels. Season both sides of the fillets with 1/2 tsp of salt and 1/4 tsp of black pepper.

Dredge each tilapia fillet in the flour, shaking off any excess. Dip the fillet into the beaten egg, then press it firmly into the toasted panko breadcrumbs until fully coated. Place the breaded fillets on the prepared baking sheet.

Bake the tilapia in the preheated oven for 12 to 15 minutes, until the crust is crispy and the fish is opaque and flakes easily with a fork.

While the fish is baking, bring 6 cups of water and 1 tsp of salt to a boil in a medium pot over high heat. Add 8 oz of dry elbow macaroni and cook for 6 minutes.

Add 1 cup of frozen sweet peas directly into the boiling pasta pot with the macaroni. Cook for an additional 2 minutes, then drain the macaroni and peas together and set aside.

In the same pot over low heat, melt 2 tbsp of unsalted butter. Pour in 1.5 cups of whole milk and bring to a gentle simmer.

Gradually add 1.5 cups of shredded cheddar cheese to the warm milk, stirring constantly until the cheese is completely melted and the sauce is smooth.

Return the drained macaroni and peas to the cheese sauce. Stir gently to coat everything evenly, and season with a pinch of salt to taste.

Divide the creamy macaroni and peas among four plates and serve alongside the crispy baked tilapia fillets.