Add the butter to a large skillet over medium high heat.

Once melted, add the bell pepper, onion and mushrooms, cook 4-5 minutes, then add the ground beef, cook through then drain the grease from the skillet and rinse the ground beef, then set aside.

While the veggies and beef are cooking, heat a large pot of water to boil on the stove.

Add the macaroni noodles and cook according to the package directions, drain, then return to the pot on the stove over medium heat, add the provolone cheese, cream cheese, milk, salt and pepper, stir consistently as the cheese melts into a sauce.

Once the sauce is smooth and creamy, add the beef & veggies to the pot and serve immediately.