This Philly Cheesesteak Macaroni and Cheese is a hearty pasta dish… Philly style! It’s LOADED with thinly shaved steak, peppers and onions, and topped with Philly soft pretzel crumbs for added flavor. It’s rich and creamy and absolutely decadent!
Hi guys. Happy Tuesday!
Today, I’m servin’ up one of my favorites. This Philly Cheesesteak Macaroni and Cheese is a rich and creamy, super cheesy, and absolutely decadent comfort food dish!
I grew up in New Jersey, and went to college outside of Philadelphia, so I’ve lived in the Philadelphia area for more than half my life. I also married a Philly boy, so just like all Philadelphians, we are passionate about our sports teams, our cheesesteaks and our soft pretzels.
Why You’ll Love this Recipe
This Philly Cheesesteak Macaroni and Cheese is the ULTIMATE in comfort food! It’s LOADED with thinly shaved steak, peppers and onions, and topped with Philly soft pretzel crumbs for added flavor. The pretzel crumbs are an absolute MUST! It’s also got two kinds of cheeses, shredded Provolone and American, and some whole milk and heavy cream to make it ultra creamy.
Ingredients You’ll Need
- elbow pasta
- vegetable oil
- thinly shaved sirloin steak
- butter
- yellow onion
- green bell pepper
- all-purpose flour
- whole milk
- heavy cream
- ground mustard
- cayenne powder
- coarse kosher salt and black pepper
- freshly grated provolone cheese
- freshly grated American cheese
- soft pretzels
You’ll find your thinly shaved steak in the meat department of your local market. Most markets now carry it as a staple. If you store does not carry it, you can always buy a rib eye steak and slice it very thin.
You can head to your deli department or cheese counter to grab your American and provolone cheese. I ask the deli counter to give me an 8 ounce chunk of American cheese and then I shred it myself at home. I usually grab my chunk of provolone at the cheese counter of my market. You can use regular provolone or sharp provolone.
Step-By-Step Instructions
The first step is to prepare the macaroni al dente according to directions on package, then you’ll drain and set aside.
The second step is to heat your oil in a large skillet over medium-high heat. Then you’ll add the steak meat and season with salt and pepper. Cook until no longer pink. Remove steak meat to a large plate. Drain fat from pan.
The third step is to melt 3 tablespoons of butter over medium heat in saucepan and then add the onion and green pepper and cook for 10-12 minutes until browned. You’ll whisk in the flour and cook for one minute, then slowly whisk in milk, cream, mustard, cayenne, salt and pepper, stirring constantly you’ll continue to cook for 8 minutes until nice and thick.
The fourth step is to stir in 3 1/2 cups cheeses. Stir until cheese is melted. Add pasta and steak meat. Pour into a 2.4 qt. or a 9×13 baking dish sprayed with non-stick cooking spray.
The final step is to make your pretzel crumbs by placing pieces of soft pretzel in a food processor. Process until coarse crumbs form. Melt butter in a large skillet over medium heat. Add crumbs and cook for 3-4 minutes, tossing often until lightly browned. Remove from heat.
Sprinkle the macaroni and cheese with the leftover cheeses and the pretzel crumbs. Bake for 30 minutes until bubbly and nice and golden browned.
This is a comfort food recipe that needs to make your menu folks! Perfect for family dinner, game day or date night in! I know you’ll love it as much as I do!
Please let me know if you give the recipe a try. And if you have any questions about the recipe, just drop a comment below. Enjoy!
A Few Cook’s Notes for Philly Cheesesteak Macaroni and Cheese
If you do not have access to Philadelphia soft pretzels, just grab a box of frozen pretzels from your local market, bake them off, and use them for the crumbs.
You can also use the Pretzilla brand soft pretzel bites. No need to bake those ahead.
More Delicious Pasta Dishes to Enjoy

Philly Cheesesteak Macaroni and Cheese
Print Recipe Pin RecipeIngredients
- 8 oz. elbow noodles, or your favorite small pasta noodles
- 1 Tbsp. vegetable oil
- 16 oz. sirloin steak, thinly shaved
- 3 Tbsp. butter
- 2 1/2 cups yellow onion, chopped
- 2 cups green bell pepper, chopped
- 2 Tbsp. all-purpose flour
- 2 cups whole milk
- 1 cup heavy cream
- 1/2 tsp. ground mustard
- 1/4 tsp. cayenne red pepper
- 1 1/2 tsp. kosher salt
- 1/2 tsp. freshly ground black pepper
- 2 cups provolone cheese, freshly grated
- 2 cups American cheese, freshly grated
Soft Pretzel Crumbs
- 1 cup soft pretzel crumbs
- 2 Tbsp. butter
Instructions
- Preheat oven to 375 degrees. Fill large pot with water and 2 tsp. salt and prepare the macaroni al dente according to directions on package. Drain and set aside.
- In a large skillet oven medium-high heat, heat oil. Add steak meat and season with salt and pepper. Cook until no longer pink. Remove steak meat to a large plate. Drain fat from pan.
- Melt 3 Tbsp. butter over medium heat in saucepan. Add onion and green pepper and cook for 10-12 minutes until browned. Whisk in flour and cook for one minute. Slowly whisk in milk, cream, mustard, cayenne, salt and pepper. Stirring constantly, continue to cook for 8 minutes until nice and thick.
- Stir in 3 1/2 cups cheeses. Stir until cheese is melted. Add pasta and steak meat. Pour into a 2.4 qt. or a 9x13 baking dish sprayed with non-stick cooking spray.
- Make your pretzel crumbs by placing pieces of soft pretzel in a food processor. Process until coarse crumbs form. Melt butter in a large skillet over medium heat. Add crumbs and cook for 3-4 minutes, tossing often until lightly browned. Remove from heat.Sprinkle the macaroni and cheese with the leftover cheeses and the pretzel crumbs. Bake for 30 minutes until bubbly and nice and golden browned.

















Great post, Mary Ann! You seriously brought me right back to the game…that moment… I have butterflies! You have done the team and the town proud with this one! Delicious!! xo
Thanks Annie! Me too! We Philadelphians take our cheesesteaks very seriously!
Love the look of this Mac & Cheese!!
Thanks Alida!
And congrats to the Eagles!! Well deserved!
Woohoo! Thanks!
Loving this Philly take on mac and cheese. The flavours are perfect with the pasta and cheese. Yum!
Thanks Jennifer! Can’t go wrong with a decked out mac and cheese!
I have no clue about the game, but I am totally down with this deliciousness, Mary Ann! What a brilliant idea! I can’t wait to give this one a go – total comfort food! YES! Pinned! Happy Monday! XO
Lol! It was amazing Dawn! This one is total comfort food!
Oh my goodness this recipe is EPIC! I bet this combination is a delicious flavorbomb, love it!
Thanks Michelle! We love it!
This is phenomenal Mary Ann! The ultimate comfort food. My husband would be all over this. The thinly sliced steak and soft pretzel crumb topping definitely make this a stand out dish. Great way to commemorate your team’s win!
Thanks Leanne! I have to say it is pretty delicious! Yay Eagles!
Seeing that the hubs is from Philly and is very particular about his Philly cheesesteaks I have to make this for him. I have a feeling it would be a HUGE hit!
He’ll LOVE this one Karen! I didn’t know he was from Philly!
This is the best mac and cheese I’ve ever seen! Not just because it sounds delicious but because that was one of the best games I’ve seen in years. (I’m still so glad the Eagles won!) Just give me a big bowl of this and I’ll be a happy camper :)
I bet you’d LOVE it Kelsie! It was one of the best games EVER! I totally agree!
So I’m going to be honest, I have zero clue about the game since my team wasn’t in it. LOL. BUT, I can totally feel your excitement from here! And I’m definitely drooling over this dish! Such a genius version of mac n’ cheese, Mare! And so perfect for a celebration! Can’t wait to try this! Pinning! Cheers! xoxo
We were so excited for the Eagles! It’s been a LONG time coming! Hope you enjoy this one! We love it! Happy Monday Chey!
omg this is one of those ‘why didn’t I think of this?’ moments…it’s SO up my alley I will have to make it this week, :)
I have those moments every time I visit your blog Sue!! Enjoy!
Wow Mary Ann, this is quite the comfort food! We were in Vegas for the Super Bowl, so I naturally had to bet on the Eagles. I won $270 haha. It was one heck of a game.
Yay! So glad you won some money Natasha! It was an amazing game! And nothing beats a comfort food dish this time of year, right?!
This sounds so so good!
We’re a little obsessed with it Jennifer!
The Eagles should be honoured to have this as their signature winning dish!! Great idea and way to celebrate such a huge win!
Thanks Katherine! We’re loving the win and the mac and cheese!
Two of my favorite things combined! So good Mary Ann!
Mine too Leigh Ann!
Congratulations on your team winning. My husband thought it was a great game. I personally know very little about foodball but I know you created a great in their honor.
It was an amazing game Gerlinde and I’ve watched many a football game in my time!
Talk about the ULTIMATE comfort food!! YUM.
YES! Mac and cheese never fails!
GENIUS mash up!
Thanks Jennifer!
OMGeeee it’s a total mouthwater Mary Ann! What a fun tribute (and I’m completely smitten over those pretzles)! No doubt mac and cheese is the ultimate comfort food… and hey, I’ll take it! I’m lovin those breadcrumbs!
We love our pretzels here in Philly as much as we love our cheesesteaks! Tom can never get enough of those crumbs!!
This is pure genius Mary Ann! Especially for a house full of hungry boys
Thanks Matt! It would be perfect!
This is such an awesome twist on the classic comfort food!
We love it Gina! Comfort food never gets old!
What an amazingly comforting dish!
Thanks Kevin!
You’re a super fan, Mary Ann! Love that you making a special recipe for your favorite teams win! And I love the soft pretzel crumbles!
Those pretzel crumbs are a total must Geraldine!
I love that you still get goosebumps whenever you watch the clip – a true fan!
This looks like one hearty, super delicious version of mac and cheese! I just had lunch and now I’m hungry again!
Yes I am Marissa! This is such a comforting, hearty dish!
Whelp, I’ve just died and gone to food heaven. Are you serious with this recipe? Somebody get Mary Ann a gosh darn award, or trophy, or something to honor the deliciousness she just put forth! I’m pinning the heck out of this recipe!
Lol! Thanks so much Christina! This one’s a TOTAl hit at our house! I hope you give it a go!
Creamy cheesy deliciousness!! This is a dreamy dish Mary Ann! I love everything about it especially the pretzel crumb topping :)
It really is dreamy! My husband LOVES this mac n’ cheese!