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Philly Cheesesteak Macaroni and Cheese

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!
Prep Time30 minutes
Cook Time30 minutes
Total Time1 hour
Course: Main Course
Cuisine: American
Servings: 8 servings
Calories: 740kcal
Author: MaryAnn Dwyer

Ingredients

  • 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.