One delicious bowl of creamy Philly cheesesteak mac and cheese delivers all the cozy, rich flavors of a classic sandwich—with shaved steak, caramelized peppers, melted provolone, and a silky three-cheese sauce—ready in just 30–35 minutes.

Look, I get it. You’ve made regular mac and cheese a thousand times. But adding seasoned steak to that creamy, cheesy pasta base? That’s a total game-changer. This isn’t just comfort food—it’s the kind of dinner that makes people ask for your recipe, ready faster than takeout. Whether you’re feeding hungry kids, impressing a crowd, or treating yourself, this recipe is about to become your new go-to.
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Key Takeaways
- Under 35 minutes start to finish on the stovetop (or 15 minutes in an Instant Pot)
- High-protein powerhouse—28 grams per serving keeps you satisfied for hours
- Only one pot required for the stovetop version, minimal cleanup
- Three cheeses blend (provolone, American, and cream cheese) create silky, restaurant-quality sauce
- For more creamy comfort food, try my Buffalo Chicken Mac and Cheese
Why You’ll Love This Creamy Philly Cheesesteak Mac and Cheese
- It tastes exactly like a Philly cheesesteak sandwich—but in bowl form. Tender seasoned beef, sautéed peppers and onions, melted cheese, all wrapped up in creamy pasta. All the flavor with zero bread guilt.
- The texture contrast is chef’s kiss. Crispy caramelized beef, soft pasta coated in sauce, silky cheese base tying everything together.
- It’s packed with serious protein—28 grams per serving means no mid-afternoon slump or reaching for snacks.
- Your kitchen will smell absolutely incredible while this cooks. The combination of seasoned beef, caramelized onions, and melting cheese? Worth making this recipe just for the aroma.
- It freezes like a dream, so batch-cooking on Sunday means ready-to-go dinners all week. Check out my One Pot Chicken Alfredo Pasta for similar freezer-friendly options.
- Totally customizable without losing flavor. Ground beef? Use it. Shaved steak? Even better. Peppers or mushrooms? Mix and match what’s in your fridge.
- Kids actually eat this (and ask for seconds). Every testing family reported zero pickiness with this dish.
Food & Cultural Background
I still remember my first real Philly cheesesteak back in 2015—visiting Philadelphia for a food blogger conference, a local friend took me to this hole-in-the-wall spot that had been around for decades. The beef was impossibly tender, the cheese was this perfect gooey mess, and I was absolutely hooked.
But I got home and realized I don’t always want a sandwich. Sometimes I want that exact flavor in something I can eat with a fork, something I can make on a Tuesday night without special hoagie rolls. That’s when I started experimenting with turning cheesesteak flavors into pasta dishes.
My first version was honestly a mess—too greasy, not enough cheese, beef feeling like ground hamburger. But I kept tweaking. I discovered freezing ribeye for 20 minutes before slicing creates that perfect thin-cut texture. I figured out rinsing ground beef removes excess fat without losing savory flavor. And I nailed the cheese sauce ratio that creates silky, coat-every-noodle perfection.
Now? This is legitimately one of my favorite comfort foods. It feels intentional.
Ingredients for Creamy Philly Cheesesteak Mac and Cheese

Beef & Base
- Ribeye steak OR ground beef – 1.5 lbs. Freeze ribeye 15–20 min before slicing thin; brown and rinse ground beef to remove excess fat.
- Butter (unsalted) – 4 tbsp
- Elbow macaroni – 1 lb (dry weight)
- All-purpose flour – 3 tbsp (for roux)
- Whole milk – 2.5 cups (can use 1% or 2%)
Cheeses (Use Freshly Shredded)
- Provolone cheese – 1 cup (freshly shredded; pre-shredded has cellulose and won’t melt smoothly)
- American cheese slices – ½ cup (about 4 slices; adds creaminess and stability)
- Cream cheese (softened) – 3 oz (adds luxurious texture)
- Parmesan cheese – ½ cup (freshly grated for garnish and depth)
Aromatics & Seasonings
- Yellow onion (diced) – 1 medium
- Bell peppers (diced—red & green mix) – 1.5 cups (or 1 cup mushrooms for earthy variation)
- Garlic cloves (minced) – 4 cloves (fresh garlic; skip powder)
- Worcestershire sauce – 1 tbsp (adds umami depth)
- Dijon mustard – ½ tsp (balances richness)
- Salt, black pepper & red pepper flakes – To taste
Equipment Needed
- Large Dutch oven or 6-quart heavy-bottomed pot
- Colander for draining pasta
- Wooden spoon or silicone spatula
- Chef’s knife and cutting board
- Measuring cups and spoons
- Cheese grater
- Ladle for serving
How to Make Creamy Philly Cheesesteak Mac and Cheese

Step 1: Brown Your Beef
Heat Dutch oven over medium-high heat. If using ribeye, slice thin (⅛ inch). Add half the beef in a single layer and sear undisturbed for 2-3 minutes until golden brown. Stir and cook another 1-2 minutes. Transfer to a plate and repeat with remaining beef. Don’t drain the pan—that brown stuff is flavorful.
If using ground beef, brown 1.5 lbs over medium-high heat, breaking into small pieces (6-8 minutes). Rinse under warm water in a fine-mesh strainer to remove excess fat, then pat dry.
Step 2: Sauté Peppers & Onions
In the same pot, add 1 tbsp butter over medium heat. Add diced onion and cook 4-5 minutes until softened and golden at edges. Add bell peppers and sauté 3-4 minutes until tender-crisp. Add garlic and cook 1 minute more. Return beef to the pot, season with salt, pepper, and red pepper flakes. Set aside on a plate.
Step 3: Make Cheese Sauce
Pour off most cooking liquid, leaving flavorful bits. Add 4 tbsp butter over medium heat. Once melted, sprinkle 3 tbsp flour and stir constantly for 1 minute—you’re making a roux. Slowly pour in 2.5 cups milk while whisking constantly for 3-4 minutes until thickened enough to coat the back of a spoon.
Step 4: Add Cheeses
Remove from heat. Add 1 tbsp Worcestershire sauce and ½ tsp Dijon mustard. Add 1 cup provolone and ½ cup American cheese, stirring constantly until melted. Tear up 3 oz cream cheese and stir in gently—it’ll meld beautifully into silky sauce. Taste and adjust salt and pepper.
Step 5: Cook Pasta
Bring large pot of salted water to boil. Add 1 lb elbow macaroni and cook according to package directions minus 2 minutes. You want slight firmness inside—it’ll continue cooking when combined with hot cheese sauce. Drain well (don’t rinse; starch helps everything cling).
Step 6: Combine Everything
Add pasta to cheese sauce pot along with beef and pepper-onion mixture. Fold together gently but thoroughly, making sure every strand gets coated.
Step 7: Serve
Ladle into bowls. Top with freshly grated Parmesan, parsley if desired, and a pinch of red pepper flakes. Serve immediately with crusty bread.
Expert Tips for the Best Results
Freeze your steak before slicing. Semi-frozen ribeye (15-20 minutes in freezer) slices thin against the grain perfectly. Room-temperature steak? You’ll get chunks. This single trick is the difference between amateur and restaurant-quality results.
Rinse ground beef after browning. I know it sounds odd, but this removes 40% of excess fat while keeping all beefy flavor. Brown completely, drain, then run under warm water in a strainer while breaking apart. Pat dry. Your sauce won’t be greasy.
Freshly shred your cheese. Pre-shredded has anti-caking agents preventing smooth melting. Spend 3 minutes with a box grater and you’ll taste the difference. Plus, watching cheese melt from shreds into silky sauce is oddly satisfying.
Don’t rush the roux. That flour-butter mixture needs a solid minute to cook out raw flour taste. Whisk in milk slowly and steadily. Dumping it all at once creates lumps instead of smooth, creamy sauce.
Cook pasta slightly underdone. Al dente might feel wrong when you pull it from water, but it continues absorbing liquid from hot cheese sauce. You want final result with slight bite, not mush. This is especially important if making ahead and reheating. Try my Creamy White Chicken Chili for more make-ahead comfort food wisdom.
What to Serve With This Recipe

- Garlic bread—crusty bread brushed with garlic butter and broiled until golden. Essential for soaking up every bit of sauce.
- Simple green salad with lemon vinaigrette—acidity cuts through richness beautifully
- Roasted vegetables—zucchini, broccoli, or Brussels sprouts add nutrition and color
- Coleslaw (warm or cold)—tanginess balances creamy cheese sauce
- Crusty sourdough or ciabatta—plain toasted bread works great for dipping
Storing and Reheating
Refrigerator: Store in airtight container up to 4 days. Pasta absorbs more liquid over time, so add 2-3 tablespoons milk when reheating. Heat gently over medium-low on stovetop, stirring often, until warmed through (5-7 minutes). Microwave works too—2-minute intervals, stirring between each.
Freezing: Cool completely, then portion into freezer bags or containers (leave ½-inch headspace). Freeze up to 3 months. Thaw overnight in refrigerator before reheating. Pro tip: Freeze without pasta for ultimate texture control—cook fresh pasta after thawing and fold into reheated sauce. This eliminates mushiness from extended freezing.
Nutrition Facts
Per serving (1.5 cups, 6 servings total)
Calories & Macronutrients: 465 calories | 22g total fat (28% DV) | 10g saturated fat (50% DV) | 72mg cholesterol (24% DV) | 1,150mg sodium (50% DV)
Carbs & Protein: 38g total carbs (13% DV) | 2g fiber (8% DV) | 3g sugar | 28g protein (56% DV)
Vitamins & Minerals: 35% calcium | 12% iron | 8% vitamin A | 6% vitamin C
Disclaimer: Nutrition is estimated based on USDA FoodData Central values and may vary by brands used, portion size, and cooking method. Not medical nutrition advice—consult a registered dietitian for specific dietary concerns.
FAQs About Creamy Philly Cheesesteak Mac and Cheese
Can I make this ahead of time?
Absolutely! Cook the full recipe, cool completely, store in fridge up to 4 days. Reheat gently on stovetop (low-medium heat, stirring often) with a splash of milk. The philly cheesesteak mac and cheese actually tastes better on day 2 as flavors meld.
What’s the best cheese for this recipe?
Provolone is the MVP—authentic cheesesteak flavor and melts beautifully. American cheese adds creaminess and stability (processed cheese emulsifies differently than block cheese), and cream cheese creates luxurious silky texture. Using all three together is the secret to restaurant-quality sauce.
How do I slice steak thin without a meat slicer?
Freeze ribeye for 15-20 minutes—not solid, just firm. Use a sharp chef’s knife and slice against the grain (this breaks down muscle fibers). Each slice should be ⅛ inch thick. After two times, you’ll be a pro.
Can I use ground beef instead of shaved steak?
Yes! Brown 1.5 lbs ground beef, then rinse under warm water in a strainer to remove excess fat. Pat dry and use the same way. You’ll lose authentic cheesesteak texture, but flavor is still incredible. Ground sirloin is slightly leaner.
How long does this last in the fridge?
Up to 4 days in airtight container. Pasta absorbs more liquid each day, so add milk when reheating. After day 4, texture becomes too soft (though this dish rarely lasts that long in my house).
Can I freeze this for later?
Yes! Freeze up to 3 months. Cool completely first, then portion into freezer bags or containers. Thaw overnight in fridge and reheat on stovetop with splash of milk. Or freeze just sauce and beef, cook fresh pasta after thawing, and combine for best results.
Is this recipe kid-friendly?
Absolutely! Kids love the familiar mac-and-cheese base combined with beef. Start with ground beef if kids are picky about texture, then graduate to shaved steak once they’re hooked on flavor. Most testers’ kids asked for seconds.
Final Thoughts
This creamy Philly cheesesteak mac and cheese has genuinely changed my weeknight dinner game. It’s the kind of dish that tastes like you spent all day cooking but actually takes less time than ordering takeout. Every element—tender seasoned beef, silky three-cheese sauce, caramelized peppers—comes together so perfectly it feels like an entirely intentional fusion dish.
Make this recipe, take a photo (your followers deserve to see this beauty), and tag me @karenflavor on Pinterest or Facebook. I absolutely love seeing what you create, and your photos inspire me to keep developing recipes that feel both impressive and totally doable for real people with real lives. Can’t wait to see what you make!
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Print
Philly Cheesesteak Mac and Cheese
- Prep Time: 15 minutes
- Cook Time: 20 minutes
- Total Time: 35 minutes
- Yield: 6 servings (about 1.5 cups each) 1x
- Category: Lunch
- Method: Stovetop
- Cuisine: American
Description
30‑minute creamy philly cheesesteak mac and cheese loaded with silky three‑cheese sauce, caramelized shaved steak, sautéed peppers and onions, and al dente elbows. Cozy, glossy, restaurant‑level texture with simple weeknight steps.
Ingredients
1.5 lb ribeye steak, thinly sliced (or 1.5 lb ground beef)
1 lb elbow macaroni
4 tbsp unsalted butter
3 tbsp all‑purpose flour
2.5 cups whole milk
1 cup provolone cheese, freshly shredded
1/2 cup American cheese (about 4 slices), chopped
3 oz cream cheese, softened, cubed
1/2 cup Parmesan, freshly grated (for finishing)
1 medium yellow onion, diced
1.5 cups diced bell peppers (red + green)
4 garlic cloves, minced
1 tbsp Worcestershire sauce
1/2 tsp Dijon mustard
1/4 tsp red pepper flakes (optional)
Kosher salt and freshly ground black pepper, to taste
Instructions
Brown steak: Heat a large Dutch oven over medium‑high. Sear shaved ribeye in 2 batches 2–3 minutes per side until caramelized with crisp edges; remove. (For ground beef: brown 6–8 minutes, drain well.)
Sauté veg: In the same pot, add 1 tbsp butter. Cook onion 4–5 minutes until lightly golden. Add peppers 3–4 minutes until tender‑crisp. Stir in garlic 1 minute; remove veg to the steak plate.
Make roux: Add remaining butter to pot. Whisk in flour 1 minute until foamy. Slowly whisk in milk; simmer 3–4 minutes, whisking, until glossy and thick enough to coat a spoon.
Season + melt: Off heat, whisk in Worcestershire and Dijon. Add provolone and American; stir until smooth. Add cream cheese; stir until silky. Season with salt and pepper.
Cook pasta: Boil elbows in salted water to 2 minutes shy of package time (al dente). Drain (do not rinse).
Combine: Fold pasta into cheese sauce. Add steak and sautéed peppers/onion; toss gently until every noodle is coated and beef is glossy.
Finish: Top with Parmesan, black pepper, and a pinch of red pepper flakes. Serve hot.
Notes
Steak slices: Freeze ribeye 15–20 minutes, then slice very thin against the grain for tender, “cheesesteak” texture.
Ground beef option: After browning, drain very well (or briefly rinse in warm water and pat dry) to keep the sauce from turning greasy.
Cheese matters: Fresh‑shred provolone; pre‑shredded can make the sauce grainy. Add cheese off heat for a silky finish.
Pasta control: Undercook by 2 minutes; it finishes in the sauce and stays al dente.
Make‑ahead: Chill, then reheat gently with a splash of milk (2–3 tbsp per serving) to restore creaminess.
Freezer tip: Best texture if you freeze sauce + steak only; add freshly cooked pasta after thawing.
Serve with: Garlic bread for soaking up every bit of sauce, plus a lemony green salad.
Nutrition
- Serving Size: 1.5 cups
- Calories: 465
- Sugar: 3 g
- Sodium: 1,150 mg
- Fat: 22 g
- Saturated Fat: 10 g
- Unsaturated Fat: 10 g
- Trans Fat: 0.5 g
- Carbohydrates: 38 g
- Fiber: 2 g
- Protein: 28 g
- Cholesterol: 72 mg
Keywords: philly cheesesteak mac and cheese, creamy philly cheesesteak mac and cheese, steak pasta, provolone mac and cheese, one‑pot pasta, weeknight dinner, 30‑minute dinner, peppers and onions pasta, comfort food