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Philly Cheesesteak Macaroni & Cheese

Philly Cheesesteak Macaroni & Cheese is a creamy dreamy marriage of two dishes that were meant to be best friends!
Course Main Dish
Prep Time 5 minutes
Cook Time 30 minutes
Total Time 35 minutes
Servings 3 to 4
Author Food Network Magazine


  • 12 ounces pasta shells
  • 3 tablespoons unsalted butter
  • 2 eggs
  • 1 cup evaporated milk
  • 2 cups grated mild cheddar cheese
  • 1 cup grated provolone cheese {or rip sliced provolone into small pieces}
  • ½ teaspoon salt
  • teaspoon cayenne pepper
  • 2 tablespoons unsalted butter divided
  • ½ pound bottom round cut into small strips
  • 1 yellow onion sliced
  • 2 green bell peppers julianned


  1. Bring a large pot of water to a boil over medium-high heat. Add pasta, and cook until al dente. Reserve 1 cup pasta water; drain and set aside.
  2. While pasta cooks, heat 1 tablespoon butter in a large skillet over medium-high heat. Cook beef strips until browned and cooked almost all the way through. Remove beef to a bowl; set aside.
  3. In the same skillet, add remaining tablespoon butter. Once butter melts, add sliced onion. Cook until just beginning to brown; reduce heat to medium-low. Cook onions until tender and almost caramelized, about 10 minutes. Add bell pepper; cook for 3 to 5 minutes. Return beef to skillet; cook to heat through.
  4. Whisk together eggs, evaporated milk, cheeses, salt, and cayenne pepper in a medium sauce pan. Cook sauce over medium heat, whisking frequently, until cheese melt and sauce thickens.
  5. Pour sauce over pasta and stir to combine. Add pasta water until sauce thickens and coat pasta evenly (about ½ to ¾ cup). Top macaroni with beef and vegetables.