Name: Philly Cheesesteak Mac and Cheese Recipe
Prep time: 30 min
Cook time: 30 min
Total time: 1 h
Cuisine: American
Ingredients: 1 pound elbow macaroni; 1 green bell pepper, chopped finely; 1/2 yellow onion, chopped finely; 10 tablespoons unsalted butter, divided; 2 cups cooked steak, chopped finely; 1/2 cup flour; 2 teaspoons ground mustard; 1/2 teaspoon cayenne pepper; 1 teaspoon paprika; 6 cups whole milk (2% milk okay as substitute); 2 teaspoons kosher salt; 1/2 teaspoon coarse ground black pepper; 1 large egg; 8 ounces Velveeta cheese; 12 ounces medium cheddar cheese, shredded and divided (2 cups reserved for topping)

Jump to Recipe· 3.9 from 2 reviews

If you are craving something utterly comforting yet packed with bold flavors, you need to try this Philly Cheesesteak Mac and Cheese Recipe. It combines the classic, cheesy goodness of mac and cheese with the savory, tender elements of a Philly cheesesteak—think juicy steak, sautéed peppers, and onions bubbling under layers of rich cheddar and Velveeta cheese. This dish is the ultimate crowd-pleaser, perfect for family dinners or a special weekend treat where everyone can dig into a melty, hearty masterpiece. Trust me, once you make this, it will become your go-to for cozy nights that call for something spectacularly satisfying.

Ingredients You'll Need

The image shows multiple ingredients arranged on a dark wooden surface with a white marbled texture background. There is a large transparent measuring cup filled with white milk, placed at the top left. Next to it on the right is a white bowl filled with cooked yellow macaroni. Below the milk is a white bowl with raw red beef chunks, and to the right of that is a dark round plate holding a block of orange cheese. Below the beef is a dark shallow dish with two pale yellow butter sticks, while next to it is a small white bowl with a mix of spices in orange, white, and tan colors. At the bottom center is a gray bowl filled with shredded orange cheddar cheese. To the right side, a whole green bell pepper sits beside small white bowls holding chopped white onions and white flour. In the center-top of all the ingredients lies a single brown egg. Photo taken with an iphone --ar 4:5 --v 7

These ingredients are straightforward but essential, each bringing its own magic to the texture, flavor, or appearance of the dish. From the tender elbow macaroni that holds the cheese sauce perfectly to the finely chopped steak and veggies that create those signature cheesesteak layers, every element plays a crucial role in making this mac and cheese unforgettable.

1 pound elbow macaroni: The ideal pasta shape for trapping cheesy sauce in every bite.

10 tablespoons unsalted butter, divided: Adds richness and helps build the roux base for the cheese sauce.
1 green bell pepper, chopped finely: Provides a fresh, mild crunch and vibrant color.
½ yellow onion, chopped finely: Sweetness and depth in every savory mouthful.

2 cups cooked steak, chopped finely: The star protein that brings that iconic Philly cheesesteak flavor.
½ cup flour: Creates the thick, creamy texture of the cheese sauce.
2 teaspoons ground mustard: Adds a subtle tang that elevates the cheesy richness.

½ teaspoon cayenne pepper: Just enough heat to spice things up without overpowering.
1 teaspoon paprika: Gives a smoky undertone and lovely color.
6 cups whole milk (2% okay too): The creamy liquid base that transforms the roux into a luscious sauce.

2 teaspoons kosher salt: Enhances and balances all flavors.
½ teaspoon coarse ground black pepper: Adds a sharp bite that cuts through the richness.
1 large egg: Gives the sauce a silky, custard-like finish and helps it set when baked.
8 ounces Velveeta Cheese: Melts smoothly for that classic mac and cheese creaminess.

12 ounces medium cheddar, divided: Sharp, bold cheddar flavor with some reserved for a golden, bubbly topping.

How to Make Philly Cheesesteak Mac and Cheese Recipe

Step 1: Prepare the Oven and Cheeses

First things first, set your oven to 350 degrees to get it nice and hot for baking. While it warms up, shred all your cheddar cheese but hold off on using two cups — those are reserved for the cheesy topping that will bake to golden perfection later.

Step 2: Cook and Prep the Pasta

Boil the elbow macaroni until just tender, then do something a little different: let it hang out in the hot water for an extra 10 minutes before draining. This little trick helps the noodles soak up just the right amount of sauce without turning mushy. After draining, rinse gently with warm water to keep the starches at bay and the noodles separated.

Step 3: Sauté the Peppers, Onions, and Steak

Melt 2 tablespoons of butter in a large skillet over medium-high heat, then toss in the finely chopped green bell pepper and onion. Cook for about 4 to 5 minutes until those veggies turn translucent and fill your kitchen with their sweet aroma. Add in the chopped cooked steak, letting it warm through and mingle with the peppers and onions for that unmistakable Philly cheesesteak flavor.

Step 4: Make the Cheese Sauce Base

Stir in the remaining 8 tablespoons of butter to the skillet, followed by the flour, ground mustard, cayenne, and paprika. Whisk everything quickly so it combines into a smooth roux, cooking just about 15 seconds to eliminate the raw flour taste. Slowly pour in all the milk while whisking vigorously. Sprinkle in kosher salt and black pepper. Let this mixture simmer gently for about 5 minutes until it thickens, then turn off the heat.

Step 5: Temper the Egg and Combine

Remove a cup of the hot milk mixture and transfer it into a separate bowl or glass measuring cup. Chill for 3 to 5 minutes in the refrigerator so it cools down enough not to scramble the egg when mixed. Whisk the egg into this cooled portion, then slowly pour that egg blend back into the warm sauce, whisking constantly on medium-low heat to create a smooth, silky cheese sauce.

Step 6: Add the Cheeses and Pasta

Toss in the Velveeta and one cup of shredded sharp cheddar, stirring until melted and velvety. Then fold in the cooked, drained macaroni along with your sautéed steak, onions, and peppers so everything gets evenly coated in the luscious cheese sauce.

Step 7: Bake to Perfection

Pour this glorious cheesy mixture into a 9×13 baking dish. Sprinkle the reserved two cups of cheddar cheese evenly across the top. Pop it into your preheated oven and bake uncovered for 30 minutes until bubbly and golden. The crusted cheese topping will be irresistible!

How to Serve Philly Cheesesteak Mac and Cheese Recipe

A close-up of a plate with creamy macaroni and cheese mixed with green bell pepper pieces and dark browned bits, topped with a melted golden-yellow cheese layer, garnished with a small sprig of thyme on the side; the plate is white with a speckled pattern and sits on a dark wooden surface with a gold fork blurred in the background, next to a white baking dish filled with more macaroni and cheese; the setting is on a white marbled surface. photo taken with an iphone --ar 4:5 --v 7

Garnishes

A sprinkle of freshly chopped parsley or chives adds a pop of color and a fresh herbal note that brightens each bite. For a little extra zing, drizzle a bit of spicy mayo or add pickled jalapeños on top—these subtle accents complement the richness perfectly.

Side Dishes

This dish is hearty on its own, but pairing it with a crisp garden salad or sautéed garlic green beans cuts through the richness beautifully. A side of roasted vegetables or even a tangy coleslaw would make a fantastic balance to all that cheesy indulgence.

Creative Ways to Present

For a fun twist, serve this Philly Cheesesteak Mac and Cheese Recipe in individual ramekins to give each guest a personal cheesy haven. Alternatively, use it as a topping for baked potatoes or stuff it into bell peppers for a whimsical presentation that wows everyone at the table.

Make Ahead and Storage

Storing Leftovers

Once cooled, transfer any leftover Philly Cheesesteak Mac and Cheese into airtight containers and refrigerate for up to 3 days. The flavors meld beautifully overnight, making leftovers even tastier the next day.

Freezing

This dish freezes well! Place cooled portions in freezer-safe containers, separating layers with parchment paper if stacking. Frozen, it can last up to 2 months. Thaw overnight in the fridge before reheating to keep that creamy texture intact.

Reheating

To revive leftovers, reheat in the oven at 325°F covered loosely with foil to maintain moisture, about 20 minutes or until hot throughout. For smaller servings, microwave gently in bursts, stirring occasionally. You might want to add a splash of milk to loosen the sauce if it seems thickened.

FAQs

Can I use a different type of cheese?

Absolutely! While this recipe shines with Velveeta and cheddar for their meltability and flavor, you can mix in mozzarella or Monterey Jack for a milder, stretchy texture. Just keep in mind how strong or mild you want your cheese flavor.

What kind of steak works best in this recipe?

Thinly sliced ribeye or sirloin are fantastic because they’re tender and flavorful. If you’re short on time, pre-cooked steak leftovers or even thin roast beef slices from the deli will work well too.

Is there a vegetarian version of this Philly Cheesesteak Mac and Cheese Recipe?

Definitely! Swap the steak with sautéed mushrooms or plant-based meat alternatives to get that umami and hearty feel without the beef. Keep all the other elements and spices to maintain the signature flavor.

Can I prepare this recipe ahead of time and bake later?

Yes, you can assemble the dish a day before baking. Just cover tightly and refrigerate. When ready, bake it as directed, adding a few extra minutes if it’s coming straight from the fridge to ensure it’s heated evenly.

How spicy is this dish?

It has just a gentle kick from the cayenne and paprika, making it warm and inviting rather than overwhelming. You can always adjust the cayenne pepper up or down depending on your heat preference.

Final Thoughts

This Philly Cheesesteak Mac and Cheese Recipe is a celebration of two beloved comfort foods merged into one spectacular dish. It’s rich, flavorful, and packed with the kind of nostalgic goodness that warms both heart and belly. Whether you're cooking for the family or craving a special homemade treat, this recipe promises a deliciously cheesy experience that everyone will adore. Give it a try, and I’m sure it will become a new favorite you’ll want to make again and again!

Philly Cheesesteak Mac and Cheese Recipe

Ingredients You'll Need