Philly Cheesesteak Mac and Cheese

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This Philly Cheesesteak Mac and Cheese is loaded with peppers, onions, a creamy cheese blend, shaved steak, and topped with toasted bread crumbs. This dish feeds an army and is the perfect blend of mac and cheese steak.

philly mac and cheese steak made in a cast iron dutch oven

Why you’ll love this recipe

This Philly (Philadelphia inspired) steak mac and cheese has a peppery bite to it and is filled with the best smells of peppers and onions. Good quality shaved steak brings a common household classic to the next level! All of my kids, even the ones that don’t like mac and cheese, devoured this no problem.

If you’re making this for a crowd and still not sure that kids will enjoy it, try out my Copycat Cracker Barrel Mac and Cheese instead. Want something creamy, cheesy, and loaded with bacon? Try my Dutch oven Bacon Mac.

Need a big dutch oven?

Large Family Verified

This is easily my go-to Dutch oven! No matter what I throw at it, this pot can take it! Feeding a family of 8 is no small task and requires kitchen gadgets that are up to the challenge.

Ingredients & Variations

  • Cellentani Pasta: You can use any pasta shape you want, but cellentani swirls hold the most cheese and the steak wraps around the pasta easily. For gluten-free try this pasta.
  • Shaved Steak: Buy a package of pre-shaved steak to save yourself time or buy steak bites. I’ve seen other recipes use roast beef from the deli, so that’s an option too.
  • Oil & Butter: For browning and adding flavor.
  • Spices & Flour: salt, pepper, paprika, cayenne, and all-purpose flour season the dish to Philly perfection. Plus the flour makes the roux. Use gluten-free flour if needed.
  • Milk: Whole milk for the base of the creamy sauce.
  • Vegetables: Pepper, onion, and mushrooms are classic steak bomb essentials.
  • Cheese: Havarti (or Gouda), Provolone, and Mozzarella.
  • Breadcrumbs: Optional but ties together the whole “steak and cheese sub” feel.

I think it has to be said that this isn’t authentic Philly cheesesteak in any way. When the Philly cheesesteak started to include cheese it was American, Cheese Wiz, or Provolone.

ingredients needed for making philly cheesesteak mac and cheese

How to make cheesesteak mac and cheese in one pot

  1. Cook the pasta until el dente in salted water. If you want to speed the recipe up, you can use a second pot.
  2. Sear the Steak with seasonings and a bit of oil. Once cooked, transfer to a plate while the sauce is made.
  3. Add the vegetables and a bit of butter to the skillet and saute until tender. Add the garlic and saute for 1 minute.
  4. Add the flour to the Dutch oven to absorb any liquid. Mix and cook for another minute until all oil has been absorbed. Add the milk slowly while stirring to make a roux. Reduce to a simmer while sauce thickens.
  5. Add the cheeses and stir to melt.
  6. Add the steak and pasta back to the dutch oven and stir to combine.
  7. Melt butter and add to breadcrumbs, stir until all bread crumbs are moistened. Top the pasta with breadcrumbs and bake in the oven for 10 minutes at 400F until golden brown.
how to make philly cheesesteak mac and cheese in a dutch oven collage


  • 6-quart Dutch oven
  • Pasta Strainer
  • Tongs
  • Stirring Spoon
  • Knife
  • Cutting Board
  • Measuring cups & utensils
  • Cheese Grater

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What is Havarti cheese?

Havarti cheese is a soft Danish cheese that has a mild and semi-sweet flavor, similar to gouda and swiss but much more mild in flavor. I use it in this recipe to allow the provolone and steak to really shine in the dish, while also adding a buttery flavor and texture to the sauce. This cheese melts easily and helps the sauce stay loose and creamy.

What if I don’t have sun-dried tomatoes?

You can use 1 Tablespoon of tomato paste in a pinch.

What makes an authentic philly cheesesteak?

Philly cheesesteak originated from either Pat’s or Geno’s in Southern Philly about 70 years ago. There is some debate about who served it first and best. One thing to note is that the original cheesesteak actually didn’t have cheese. The addition of cheese is also up for debate. Is it cheese wiz, American cheese, or provolone? We will never know for sure – unless you’re from Philly and then I’m sure you have a very strong opinion in the matter.

What can I use other than shaved steak?

If shaving your own steak, look for a ribeye or top round cut. You can ask the butcher at the meat counter to shave it for you before leaving the store.

Philly cheesesteak mac and cheese served on a small white plate in front of a bright red dutch oven.

Katie’s Tips

  • Shred your own cheese: Pre-shredded cheese is coated with a binder and can make your sauce thicker or even chunky when you don’t want it to. substitute half white wine and half heavy cream for the whole milk. This will add a sweet, extra flavor and be a bit thicker in creaminess.
  • Top with bacon: Bacon makes everything better.


This cheesesteak mac and cheese refrigerates really well in an air-tight container for 7 days. Microwave to reheat as normal. Freezing is not recommended as the dairy tends to separate and become almost curdled. This leads to an off-putting texture but it would be still safe to eat.

If planning to freeze, do not top with breadcrumbs. Then once you thaw it, add back to a Dutch oven and heat over low while adding some milk to loosen the sauce. This will be your best bet if you really want to freeze leftovers.

cheesesteak mac and cheese close up in a dutch oven with bread crumb topping

What to it serve with

philly cheesesteak mac and cheese served in a large red dutch oven

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Philly Cheesesteak Mac and Cheese

Course Dinner
Cuisine American
Prep Time 10 minutes
Cook Time 20 minutes
Total Time 30 minutes
Servings 16 people
Philly Cheesesteak Mac and Cheese is loaded with peppers, onions, mushrooms, a creamy cheese blend, shaved steak, and topped with toasted bread crumbs to combine two comfort food classics into one new weeknight dish!



  • 1 pound cellentani pasta
  • 2 Tablespoons olive oil
  • 1 pound shaved steak
  • 4 Tablespoons butter divided
  • 2 teaspoons salt
  • 1 teaspoon pepper
  • 1 teaspoon paprika
  • 1/4 teaspoon cayenne optional
  • 1 green pepper diced
  • 1 yellow onion diced
  • 12 ounces bella mushrooms sliced
  • 3 cloves garlic minced
  • 2 Tablespoons flour
  • 5 cups whole milk
  • 16 ounces mozzarella & provolone cheese mix shredded
  • 7 ounces havarti cheese (or cheddar) shredded
  • 1 cup panko breadcrumbs


  • Boil salted water to cook pasta to al dente. Drain and set aside.
    1 pound cellentani pasta
  • Over medium-high heat add 2 Tablespoons olive oil, shaved steak, salt, pepper, paprika, and cayenne. Allow the steak to caramelize slightly and cook through. Remove from Dutch oven and set aside.
    2 Tablespoons olive oil, 1 pound shaved steak, 2 teaspoons salt, 1 teaspoon pepper, 1 teaspoon paprika, 1/4 teaspoon cayenne
  • Add 2 Tablespoons butter, diced peppers, onions, and mushrooms to Dutch oven. Sauté for 10 minutes. Add garlic. Sauté 1 minute more.
    4 Tablespoons butter, 1 green pepper, 1 yellow onion, 12 ounces bella mushrooms, 3 cloves garlic
  • Add the flour and stir, cooking for 1 minute until all liquid has been absorbed by the flour.
    2 Tablespoons flour
  • Pour the milk into the dutch oven in thirds. Stir well between each addition and allow the full amount to come up to a simmer over medium heat, stirring occasionally. Add the cheese and stir again until fully melted.
    5 cups whole milk, 16 ounces mozzarella & provolone cheese mix, 7 ounces havarti cheese (or cheddar)
  • Add the pasta and steak back to the Dutch oven. Stir to combine. Remove from heat.
  • Melt the remaining butter and mix with breadcrumbs until all are saturated. Sprinkle breadcrumbs over the top of the mac and cheese. Transfer to a 400F oven for 10 minutes until crumbs become golden brown.
    1 cup panko breadcrumbs


Nutrition facts are estimates only.


Serving: 1cup | Calories: 401kcal | Carbohydrates: 31g | Protein: 22g | Fat: 21g | Saturated Fat: 11g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 7g | Trans Fat: 0.1g | Cholesterol: 66mg | Sodium: 644mg | Potassium: 417mg | Fiber: 2g | Sugar: 6g | Vitamin A: 542IU | Vitamin C: 7mg | Calcium: 323mg | Iron: 1mg

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Recipe Rating


  1. 3 stars
    I made this and with all the ingredients, it smells and looks amazing however! One key step, which is to remove milk mixture from heat and let cool a bit before adding the cheese, was missed. The entirety of the cheese mixture curdled over the heat of the stove and made a chunky mess. We still ate it as it was dinner and truly believe this will be excellent if done right. Just wanted to give fair warning to anyone else before they made the same mistake I did!

    1. Awe bummer! I’m sorry you missed that step. I hope you’ll try making it again and let me know if you would give it 5 stars after the next time. 🙂