If you love comfort food that brings excitement to the dinner table without requiring hours in the kitchen, this Easy Prime Rib Philly Mac Bake is about to become your new go-to meal. This dish is the perfect way to transform leftover prime rib into a hearty, indulgent pasta bake inspired by classic Philly cheesesteaks and creamy homemade mac and cheese. It is the kind of recipe you’ll want to serve on a cozy winter evening, during a relaxed family gathering, or anytime you need a warm hug in the form of food.
Inspired by the familiar flavors of sizzling shaved beef, melty cheese, sautéed peppers, and onions, this baked pasta takes everything you love from a favorite deli sandwich and wraps it in a rich cheese sauce. The result delivers both nostalgia and freshness in each satisfying forkful. Whether you are reinventing leftovers from a holiday roast or simply want a unique and impressive dish, this baked pasta proves that comfort food can be both simple and extraordinary.
Why You’ll Love This Prime Rib Philly Mac Bake
There are plenty of pasta bakes out there, but this one stands in a category of its own. Here are a few reasons you’ll want to add it to your dinner rotation:
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Uses up leftover prime rib while still feeling like an entirely new meal
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Rich, gooey cheese sauce that pairs perfectly with tender beef
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Inspired by the famous Philly cheesesteak flavor profile
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Easy to assemble and bake, making it weeknight friendly
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Great for serving a crowd or bringing to potlucks
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Customizable to include your favorite vegetables and cheeses
This recipe perfectly balances indulgence with practicality. From the first bite to the last, it delivers that wow-factor everyone at the table will appreciate.
Ingredients
To create this savory, creamy pasta bake, gather the following ingredients:
For the Pasta and Beef Mixture
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12 ounces elbow macaroni (or your favorite short pasta)
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2 cups chopped cooked prime rib (thinly sliced or diced)
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1 tablespoon olive oil
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1 large onion, thinly sliced
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1 green bell pepper, thinly sliced
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1 small red bell pepper, thinly sliced
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2 cloves garlic, minced
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Salt and black pepper to taste
For the Cheese Sauce
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4 tablespoons unsalted butter
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4 tablespoons all-purpose flour
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3 cups milk (whole milk recommended for creaminess)
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1 cup beef broth
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1 1/2 cups shredded provolone cheese
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1 cup shredded mozzarella cheese
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1 cup shredded cheddar cheese
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1 tablespoon Worcestershire sauce (optional but recommended for depth)
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1 teaspoon onion powder
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1/2 teaspoon paprika
For the Topping
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1/2 cup shredded provolone or mozzarella
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Fresh parsley or green onions for garnish (optional)
Directions
Follow these step-by-step instructions to make your Prime Rib Philly Mac Bake:
1. Prepare the Pasta
Bring a large pot of salted water to a boil and cook the macaroni until al dente. This should take about 1 minute less than the package directions suggest, since the pasta will continue cooking in the oven. Drain and set aside.
2. Cook the Vegetables
In a large skillet, heat the olive oil over medium heat. Add the sliced onions and bell peppers. Cook until soft and lightly caramelized, about 6 to 8 minutes. Stir in the garlic and cook for 1 more minute until fragrant. Season lightly with salt and pepper.
3. Warm the Prime Rib
Add the chopped prime rib to the skillet with the vegetables. Toss everything together just until the beef warms through, about 2 minutes. Remove the mixture from the heat.
4. Make the Cheese Sauce
In a medium saucepan, melt the butter over medium heat. Whisk in the flour to form a smooth paste and cook for 1 to 2 minutes to remove the raw flour taste. Slowly pour in the milk and beef broth while whisking continuously to avoid lumps. Allow the sauce to simmer and thicken for about 4 to 5 minutes.
Add the provolone, mozzarella, and cheddar cheeses one handful at a time, stirring until melted and smooth. Season with Worcestershire sauce, onion powder, paprika, and black pepper. Taste and adjust seasoning as needed.
5. Combine Everything
Preheat your oven to 375°F (190°C). In a large baking dish, combine the cooked pasta, beef and vegetable mixture, and cheese sauce. Stir until everything is fully coated and evenly distributed.
6. Add the Topping and Bake
Sprinkle the remaining provolone or mozzarella cheese over the top. Bake for 20 to 25 minutes or until the cheese on top is melted, bubbly, and golden brown around the edges.
7. Serve and Enjoy
Let the dish cool slightly before serving. Garnish with fresh parsley or green onions for a pop of color, if desired.
Tips for Success
A great recipe becomes even better with a few smart tricks. Here are helpful suggestions to ensure your bake turns out perfectly every time:
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Slightly undercook the pasta so it stays firm after baking
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Slice the prime rib thin for a classic cheesesteak feel
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Use freshly shredded cheese for the smoothest melting results
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Do not rush the cheese sauce; letting it thicken properly is key
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Rest the bake for 5 minutes before serving to allow it to set
These little adjustments help create the ideal texture and flavor in each creamy, cheesy bite.
Ingredient Substitutions and Variations
This dish is easy to customize based on what you have in the fridge or pantry. Check out these delicious options:
Pasta Swaps
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Cavatappi for extra curls to catch the sauce
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Penne for a firmer bite
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Shells for a nostalgic mac and cheese feel
Cheese Swaps
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Pepper Jack for a little heat
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Swiss for more cheesesteak-style flavor
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American slices for extra creaminess
Vegetable Add-Ons
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Mushrooms for a deeper savory taste
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Spinach to add leafy greens
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Roasted red peppers for a smoky touch
Protein Options If Not Using Leftovers
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Cooked shredded steak
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Deli-style roast beef slices, lightly warmed
This recipe is incredibly flexible, making it the perfect foundation for creativity in your kitchen.
How to Store and Reheat
Leftovers are one of the best parts of a good pasta bake. Here is how to keep them fresh and delicious:
Refrigerator
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Store covered for up to 3 days
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Reheat in the oven at 350°F (175°C) until warm and bubbly
Freezer
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Store tightly wrapped for up to 2 months
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Thaw overnight in the refrigerator before reheating
Quick Reheat
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Microwave individual portions in short intervals, stirring in between to ensure even heating
Add a splash of milk before reheating if the pasta looks a bit dry.
What to Serve with Prime Rib Philly Mac Bake
This dish is hearty enough to be a complete meal on its own, but pairing it with lighter sides helps balance the richness. Try serving it with:
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Crisp garden salad with a simple vinaigrette
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Steamed broccoli or green beans
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Toasted garlic bread
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Roasted vegetables such as carrots or asparagus
Whether for weeknight dinner or a holiday leftover feast, these combinations help complete your meal beautifully.
Frequently Asked Questions
1. Can I make this recipe ahead of time?
Absolutely. Assemble all ingredients in the baking dish, cover, and refrigerate up to 24 hours before baking. Add an extra 5 to 10 minutes of bake time since the dish will be cold going into the oven.
2. What if I don’t have leftover prime rib?
You can still make this recipe successfully using thinly sliced steak or store-bought cooked roast beef. Warm it gently with the vegetables to avoid drying it out.
3. How can I lighten up this recipe?
Use low fat milk instead of whole, reduce the cheese amounts slightly, and add more vegetables like mushrooms, spinach, or zucchini. It will still be comforting yet a bit more balanced.
4. Is this dish kid-friendly?
Yes. Kids love creamy pasta and melted cheese. If they prefer mild flavors, use only mozzarella and cheddar to keep the taste familiar and less bold.
5. Can I omit the peppers and onions?
Certainly. If someone in your household doesn’t enjoy peppers or onions, feel free to substitute with vegetables they do enjoy, or leave them out completely.
Serving Size and Nutrition
While exact calories vary based on specific ingredients, this pasta bake typically serves:
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Yield: 6 to 8 servings
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Prep Time: 15 minutes
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Cook Time: 35 minutes
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Total Time: 50 minutes
A generous bowlful brings a satisfying amount of protein from the prime rib and cheese, along with comforting carbs from the pasta. It is a filling and energizing meal, especially during colder months.
Why This Recipe Stands Out
Philly cheesesteaks and mac and cheese are two iconic American comfort foods. Each one is beloved for its ability to bring people together around a satisfying and flavorful meal. What makes this recipe extra special is how it fuses those familiar elements with the luxurious feel of leftover prime rib. The result is an upgraded classic pasta bake that tastes like something you would expect from a favorite family-owned restaurant.
Not only does it help reduce food waste by transforming leftovers into a brand-new dish, but it also feels thoughtful and intentional. It is a way to honor the delicious roast you prepared while giving it a second life in a form that excites everyone all over again.
Final Thoughts
This Easy Prime Rib Philly Mac Bake is everything comfort food should be: cheesy, savory, satisfying, and simple to make. It is the perfect dish to serve when you want to impress family and friends with something unique but not overly complicated. Whether enjoyed after a holiday celebration, served during a chilly weekend at home, or shared at a potluck gathering, this pasta bake delivers incredible flavor in every bite.
Now that you have the full recipe and helpful tips, it is time to preheat your oven and treat yourself to a warm, delicious dinner that will surely become a household favorite. Your leftover prime rib has never tasted so good.
Print
Easy Prime Rib Philly Mac Bake Recipe
- Total Time: 50 minutes
- Yield: 6–8 servings 1x
Description
A cozy, indulgent dish that turns leftover prime rib into a creamy, cheesy pasta bake inspired by Philly cheesesteaks. Perfect for weeknight dinners, family gatherings, or anytime you want comfort food that impresses without fuss.
Ingredients
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12 ounces elbow macaroni (or your favorite short pasta)
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2 cups chopped cooked prime rib (thinly sliced or diced)
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1 tablespoon olive oil
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1 large onion, thinly sliced
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1 green bell pepper, thinly sliced
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1 small red bell pepper, thinly sliced
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2 cloves garlic, minced
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Salt and black pepper to taste
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4 tablespoons unsalted butter
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4 tablespoons all-purpose flour
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3 cups milk (whole milk recommended)
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1 cup beef broth
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1 1/2 cups shredded provolone cheese
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1 cup shredded mozzarella cheese
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1 cup shredded cheddar cheese
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1 tablespoon Worcestershire sauce (optional)
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1 teaspoon onion powder
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1/2 teaspoon paprika
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1/2 cup shredded provolone or mozzarella for topping
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Fresh parsley or green onions for garnish (optional)
Instructions
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Preheat oven to 375°F (190°C).
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Cook macaroni in salted water until al dente, drain, and set aside.
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In a large skillet, heat olive oil over medium heat. Add onions and bell peppers; cook 6–8 minutes until soft. Stir in garlic and cook 1 more minute. Season with salt and pepper.
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Add chopped prime rib to the skillet and toss with vegetables until warmed through. Remove from heat.
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In a medium saucepan, melt butter over medium heat. Whisk in flour and cook 1–2 minutes. Slowly add milk and beef broth, whisking continuously until thickened.
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Stir in provolone, mozzarella, and cheddar until melted and smooth. Add Worcestershire sauce, onion powder, paprika, and black pepper; adjust seasoning as needed.
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Combine pasta, beef-vegetable mixture, and cheese sauce in a large baking dish. Stir until fully coated.
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Sprinkle remaining cheese on top and bake 20–25 minutes until bubbly and golden.
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Let cool slightly, garnish with parsley or green onions, and serve.
Notes
Slightly undercook pasta to prevent mushiness after baking. Use freshly shredded cheese for smooth melting. Customize with vegetables or cheese variations as desired.
- Prep Time: 15 minutes
- Cook Time: 35 minutes



