What the heck is this?
So you know how sometimes you’re craving a Philly cheesesteak but also want pasta? Yeah, me neither — until I made this absolute game-changer. Picture tender strips of steak, caramelized onions, sautéed peppers, and that iconic cheese sauce, all tossed with perfectly cooked pasta. It’s like someone took a classic Philly and said, “What if we made this even more comforting?” The result is pure magic — creamy, cheesy, meaty pasta that hits all the right notes. My buddy from Philly was initially offended by the concept, but after one bite he was like, “Okay, this is actually genius.” High praise from a guy who thinks putting anything but Cheez Whiz on a cheesesteak is blasphemy.
Why You’ll Love This Recipe
- All the Philly flavors you love in pasta form
- One-pot wonder that’s ready in 30 minutes
- Perfect for feeding a crowd or meal prepping
- Comfort food at its absolute finest
- Way easier than making individual sandwiches
- The cheese sauce is so good you’ll want to drink it (don’t, but I get it)
The Good Stuff You’ll Need
For the Pasta & Steak:
- 1 lb penne or rigatoni (something that holds sauce well)
- 1 1/2 lbs ribeye or sirloin steak, thinly sliced
- 2 large onions, sliced thin
- 2 bell peppers (green and red), sliced
- 8 oz mushrooms, sliced (optional but recommended)
- 4 cloves garlic, minced
- 3 tbsp olive oil
- Salt and pepper to taste
- 1 tsp garlic powder
- 1/2 tsp paprika
For the Legendary Cheese Sauce:
- 3 tbsp butter
- 3 tbsp all-purpose flour
- 2 cups whole milk
- 8 oz American cheese, cubed (the secret to authentic Philly flavor)
- 4 oz provolone cheese, shredded
- 1/2 cup cream cheese, softened
- 1/2 tsp garlic powder
- Salt and pepper to taste
For the Finishing Touch:
- 1/2 cup reserved pasta water
- Extra cheese for topping
- Fresh parsley, chopped
- Red pepper flakes (optional)

Let’s Do This
Step 1: Get That Pasta Going
Cook pasta according to package directions until al dente. Reserve 1/2 cup pasta water before draining.
Set pasta aside and keep that starchy water handy.
Step 2: Sear That Steak
Heat 1 tbsp olive oil in a large skillet or Dutch oven over high heat.
Season sliced steak with salt, pepper, garlic powder, and paprika.
Cook steak in batches (don’t crowd the pan!) for 2-3 minutes until just cooked through.
Transfer to a plate and set aside.
Step 3: Veggie Magic Time
In the same pan, add another tbsp of olive oil.
Add sliced onions and cook for 6-8 minutes until they start to caramelize and get golden.
Add bell peppers and mushrooms, cook for another 5-6 minutes until tender.
Add minced garlic and cook for 30 seconds until fragrant.
Step 4: Make That Cheese Sauce Dreams Are Made Of
In the same pan, push veggies to one side and add butter to the empty space.
Once melted, whisk in flour and cook for 1 minute to get rid of the raw flour taste.
Gradually whisk in milk, making sure to scrape up any browned bits from the bottom.
Add American cheese, provolone, and cream cheese, stirring until completely melted and smooth.
Season with garlic powder, salt, and pepper.
Step 5: Bring It All Together
Add the cooked pasta to the cheese sauce and toss to coat.
Add the cooked steak back to the pan and gently fold everything together.
If the sauce seems too thick, add some reserved pasta water a little at a time until you reach the perfect consistency.
Taste and adjust seasoning as needed.
Step 6: Serve and Devour
Transfer to serving bowls and top with extra cheese, fresh parsley, and red pepper flakes if you’re feeling spicy.
Serve immediately while it’s hot and the cheese is at peak meltiness.
Serving Suggestions
- Serve with garlic bread for maximum carb overload
- A simple arugula salad helps cut through all that richness
- Perfect with a cold beer or a glass of red wine
- Great for game day or when you need serious comfort food
Switch It Up
Chicken Version: Use thinly sliced chicken thighs instead of steak Veggie Style: Skip the meat and add extra mushrooms, zucchini, and spinach Spicy Kick: Add sliced jalapeños and a dash of hot sauce Different Pasta: Try it with shells, rotini, or even gnocchi Breakfast Twist: Add scrambled eggs and bacon for a morning pasta situation
Make-Ahead Tips
- Slice all your veggies and steak the night before
- Cheese sauce can be made 2 days ahead and reheated gently
- The whole dish reheats beautifully — just add a splash of milk to loosen it up
- Great for meal prep — portion into containers and reheat throughout the week
Pro Tips for Success
- Don’t overcook the steak — it should be tender, not chewy
- High heat is key for getting that nice caramelization on the veggies
- If your cheese sauce breaks, whisk in a little hot pasta water to bring it back
- American cheese is crucial for that authentic Philly flavor — don’t skip it
- Taste as you go and adjust seasoning

Questions People Actually Ask
Q: Can I use a different type of cheese? A: You can, but American cheese is what gives it that authentic Philly taste. If you must substitute, use something that melts really well.
Q: What if I can’t find American cheese? A: Look for it in the deli section, or use Velveeta as a backup. Just avoid pre-shredded cheese — it doesn’t melt as smoothly.
Q: Can I make this ahead of time? A: You can prep all the components ahead, but it’s best assembled and served fresh. The pasta can get mushy if it sits too long in the sauce.
Q: How do I reheat leftovers? A: Add a splash of milk or cream and reheat gently on the stove, stirring frequently. The microwave works too, just stir every 30 seconds.
Q: Can I freeze this? A: The cheese sauce doesn’t freeze super well, but you can freeze the steak and veggie mixture separately and make fresh sauce when ready to serve.
Print
Philly Cheesesteak Pasta That’ll Make You Question Everything
- Total Time: 45 minutes
- Yield: 6 servings 1x
Description
So you know how sometimes you’re craving a Philly cheesesteak but also want pasta? Yeah, me neither — until I made this absolute game-changer. Picture tender strips of steak, caramelized onions, sautéed peppers, and that iconic cheese sauce, all tossed with perfectly cooked pasta. It’s like someone took a classic Philly and said, “What if we made this even more comforting?” The result is pure magic — creamy, cheesy, meaty pasta that hits all the right notes. My buddy from Philly was initially offended by the concept, but after one bite he was like, “Okay, this is actually genius.” High praise from a guy who thinks putting anything but Cheez Whiz on a cheesesteak is blasphemy.
Ingredients
For the Pasta & Steak:
- 1 lb penne or rigatoni (something that holds sauce well)
- 1 1/2 lbs ribeye or sirloin steak, thinly sliced
- 2 large onions, sliced thin
- 2 bell peppers (green and red), sliced
- 8 oz mushrooms, sliced (optional but recommended)
- 4 cloves garlic, minced
- 3 tbsp olive oil
- Salt and pepper to taste
- 1 tsp garlic powder
- 1/2 tsp paprika
For the Legendary Cheese Sauce:
- 3 tbsp butter
- 3 tbsp all-purpose flour
- 2 cups whole milk
- 8 oz American cheese, cubed (the secret to authentic Philly flavor)
- 4 oz provolone cheese, shredded
- 1/2 cup cream cheese, softened
- 1/2 tsp garlic powder
- Salt and pepper to taste
For the Finishing Touch:
- 1/2 cup reserved pasta water
- Extra cheese for topping
- Fresh parsley, chopped
- Red pepper flakes (optional)
Instructions
Cook pasta according to package directions until al dente. Reserve 1/2 cup pasta water before draining.
Set pasta aside and keep that starchy water handy.
Heat 1 tbsp olive oil in a large skillet or Dutch oven over high heat.
Season sliced steak with salt, pepper, garlic powder, and paprika.
Cook steak in batches (don’t crowd the pan!) for 2-3 minutes until just cooked through.
Transfer to a plate and set aside.
In the same pan, add another tbsp of olive oil.
Add sliced onions and cook for 6-8 minutes until they start to caramelize and get golden.
Add bell peppers and mushrooms, cook for another 5-6 minutes until tender.
Add minced garlic and cook for 30 seconds until fragrant.
In the same pan, push veggies to one side and add butter to the empty space.
Once melted, whisk in flour and cook for 1 minute to get rid of the raw flour taste.
Gradually whisk in milk, making sure to scrape up any browned bits from the bottom.
Add American cheese, provolone, and cream cheese, stirring until completely melted and smooth.
Season with garlic powder, salt, and pepper.
Add the cooked pasta to the cheese sauce and toss to coat.
Add the cooked steak back to the pan and gently fold everything together.
If the sauce seems too thick, add some reserved pasta water a little at a time until you reach the perfect consistency.
Taste and adjust seasoning as needed.
Transfer to serving bowls and top with extra cheese, fresh parsley, and red pepper flakes if you’re feeling spicy.
Serve immediately while it’s hot and the cheese is at peak meltiness.
Notes
- Serve with garlic bread for maximum carb overload
- A simple arugula salad helps cut through all that richness
- Perfect with a cold beer or a glass of red wine
- Great for game day or when you need serious comfort food
- Prep Time: 20 minutes
- Cook Time: 25 minutes
Nutrition
- Calories: ~620 kcal
- Carbohydrates: ~58g
- Protein: ~32g