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MELT butter in large saucepan on medium heat. Whisk in flour; cook 1 to 2 min. or until bubbly, stirring constantly.
WHISK in milk gradually; cook 3 to 5 min. or until thickened, stirring constantly. Add peas and cheeses; cook and stir 1 min. or until cheddar is melted.
ADD remaining ingredients; cook and stir 2 to 3 min. or until heated through.