Add onions, green pepper, mushrooms, Worscestershire sauce and ground beef to a large frying pan. Saute over medium heat until beef is cooked.
Cook macaroni according to package directions. Drain. Set aside.
Heat up stewed tomatoes in a small pot over medium low heat. Add basil, oregano and parsley and stir to combine.
Add Cheez Whiz and milk to cooked macaroni and stir together. Stir in beef mixture. Add hot tomatoes to mixture and stir to combine. Season with salt and pepper to taste. Serve hot.