Loaded Philly Cheesesteak Mac and Cheese

This seriously delicious Philly Cheesesteak Mac and Cheese is a fun, comforting take on the classic sandwich. Ready in about 29 minutes, it combines a creamy provolone and cream cheese sauce with bell peppers, onions, mushrooms and seasoned ground beef tossed with macaroni for a hearty weeknight meal the whole family will enjoy.

After experimenting for weeks, I landed on what I think is the best mac and cheese variation that channels the flavors of a Philly cheesesteak. The combination of grated provolone and cream cheese makes a velvety sauce that clings to the macaroni while the peppers, onions and mushrooms bring the classic cheesesteak profile. Using ground beef keeps this version quick, affordable and ideal for busy evenings.

This recipe is straightforward, comforting and reliably crowd-pleasing — and yes, it really does come together in under 30 minutes.

Ingredients

• 2 tablespoons butter — unsalted recommended so you can season to taste; adjust if using salted butter.
• 2 cups green bell pepper, medium dice — you can use red or a mix of peppers if preferred.
• 1 cup onion, medium dice — yellow or white onion works well.
• 1 cup portobello mushrooms, diced — one large cap or several baby bellas diced.
• 1 pound ground beef — a budget-friendly stand-in for thin-sliced ribeye; use sliced steak if you prefer a more traditional cheesesteak texture.
• 2 cups uncooked macaroni noodles — small shells or penne also work.
• 8 ounces provolone cheese, grated — a block of provolone grated at home melts better than pre-grated cheese.
• 8 ounces cream cheese, cubed — adds extra creaminess to the sauce.
• 2 cups milk — 2% or whole milk; substitute half-and-half or cream for an even richer sauce.
• 2 teaspoons salt and 1/2 teaspoon black pepper — to season.

Instructions

These steps are written to make the preparation efficient: cook the vegetables and meat, boil the pasta, melt the cheeses into the warm noodles, then combine everything.

1. Sauté the vegetables and brown the beef. Melt the butter in a large skillet over medium-high heat. Add the bell pepper, onion and mushrooms and cook 4–5 minutes until softened. Add the ground beef and cook until browned, about 6–8 minutes. Drain the skillet, rinse the beef under hot water to remove excess grease, and set the beef aside.
2. Cook the pasta. While the vegetables and beef are cooking, bring a large pot of salted water to a boil. Add the macaroni and cook according to package directions. Drain the pasta and return it to the pot over medium heat.
3. Make the cheese sauce with the pasta. Add the grated provolone, cubed cream cheese, milk, salt and pepper to the hot pasta. Stir constantly until the cheeses melt and form a smooth, creamy sauce.
4. Combine and serve. Stir the cooked beef and vegetables into the cheesy pasta until evenly combined. Serve immediately, optionally garnished with chopped green onions or fresh basil.

Recipe tips

• Rinse the cooked ground beef after draining grease. Washing the browned beef removes excess fat so the cheese sauce stays silky rather than greasy.
• Fully melt the cheeses into the pasta before adding the beef and veggies. This ensures a smooth sauce without lumps of cream cheese.
• Make the beef and vegetables ahead of time. Cook, drain and rinse the beef and sauté the vegetables, then store them in an airtight container for up to 3 days for a quick assembly later.
• Substitute cheeses if needed. If provolone isn’t available, low-moisture mozzarella grated from a block is a good substitute; avoid pre-shredded cheese when possible because anti-caking additives can affect melting.

Storage and reheating

Store leftovers in an airtight container in the refrigerator for up to 5 days.

Stovetop reheating: Warm the mac and cheese in a medium pot over medium heat, stirring frequently for 5–7 minutes until heated through. Add a splash of milk if the sauce has thickened.

Microwave reheating: Place a serving in a microwave-safe bowl, microwave for 2–3 minutes, stirring halfway through. Add a little milk if needed to loosen the sauce.

More cheesy recipes

If you enjoy this Philly Cheesesteak Mac and Cheese, try these other cheesy favorites for more comfort-food inspiration:

Nutrition (per recipe)