Overhead photo of Philly Cheesesteak Macaroni and Cheese in an oval dish with two hot pretzels in the background.
Philly Cheesesteak Macaroni and Cheese
Prep Time
30 mins
Cook Time
30 mins
Total Time
1 hr

This Philly Cheesesteak Macaroni and Cheese is a hearty pasta dish Philly style!

Course: Main Course
Cuisine: American
Servings: 8
Calories: 740 kcal
Author: MaryAnn Dwyer
  • 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
  1. 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.

  2. In a large saucepan 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.

  3. 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.

  4. 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. Sprinkle with the leftover cheeses and the pretzel crumbs. Bake for 30 minutes until bubbly and nice and golden browned.

  5. Pretzel Crumbs: place pieces of soft pretzel in 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.

Nutrition Facts
Philly Cheesesteak Macaroni and Cheese
Amount Per Serving
Calories 740 Calories from Fat 405
% Daily Value*
Fat 45g69%
Saturated Fat 27g169%
Cholesterol 159mg53%
Sodium 1488mg65%
Potassium 602mg17%
Carbohydrates 46g15%
Fiber 2g8%
Sugar 7g8%
Protein 35g70%
Vitamin A 1590IU32%
Vitamin C 33.9mg41%
Calcium 747mg75%
Iron 2.7mg15%
* Percent Daily Values are based on a 2000 calorie diet.