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Scalloped potatoes have long been a side dish I had no interest in making. Every time I ate them, I always thought, “meh.” With all the amazing ways to prepare potatoes (which is my favorite savory food) why prepare them this way? The potatoes never have good texture, or enough cheese. More times than not I would enjoy the top layer of potatoes with that crusty cheese then be left with bland, wet potato slices underneath. Where did the rest of the cheese go? It gets lost in the potato layers during baking somehow! For Mother’s Day this year I was inspired to make scalloped potatoes because they have all the potential to be absolutely phenomenal. My mission began on a Friday and by Sunday I created the perfect scalloped potatoes recipe that was consistently cheesy throughout with that crunchy golden-brown crust.


The key to amazing scalloped potatoes I realized, by the fourth batch, is preparing it like macaroni and cheese. My first attempt included dredging sliced potatoes in bechamel and layering with shredded gruyere and Swiss cheese. My second attempt was using the same types of cheese but adding more bechamel sauce to each layer. My third attempt was not creating a bechamel at all but layering butter and Velveeta with the potatoes. I learned this was my mother-in-law and grandmother-in-law’s method, so I gave it a whirl. None of the methods rendered the type of potatoes I was looking for. I wanted my potatoes evenly drenched in cheese.  That’s when it dawned on me to prepare them like I would a baked macaroni and cheese.


The sauce comes together easily by caramelizing onions in salted butter then creating a rue with flour. Whole milk and half & half are added along with salt & pepper to create the base. A combination of freshly shredded extra sharp cheddar cheese (Cracker Barrel brand) and Velveeta create the perfect cheese sauce. That gets layered into par-boiled potato slices then the whole thing gets topped with shredded cheese and baked until bubbly and golden brown. Every potato slice is evenly covered in cheese. If you’ve been disappointed with scalloped potatoes in the past, this recipe is for you!

Tips for the best cheesy scalloped potatoes

  • Use a mandolin slicer to cut the potatoes. It will save you so much time and render perfectly cut, even slices.
  • Shred the cheese yourself for the cheese sauce. It will melt better. I highly recommend using a food processor fitted with a shredding blade.
  • Use high quality cheese. I always get Cracker Barrel extra sharp cheddar cheese. It’s the best.
  • A 3-quart casserole dish with a lid is perfect for this recipe.


Cheesy Scalloped Potatoes

Thinly sliced potatoes get baked in a thick cheese sauce then topped with more cheese. The top gets golden brown while the middle stays perfectly gooey and creamy.
5 from 2 votes
Course Side Dish
Servings 12 people


  • 4 Russet potatoes washed and sliced 1/8" thick
  • 1 medium onion diced
  • 1/3 c salted butter (5 1/3 tbsp)
  • 1/3 c flour
  • 1 c whole milk
  • 1 2/3 c half & half
  • 1 tsp kosher salt
  • 1/2 tsp pepper
  • 11 oz extra sharp cheddar cheese freshly shredded cheese
  • 8 oz Velveeta cubed


  • Preheat oven to 375 degrees.
  • Wash and slice potatoes to 1/8" thick. Using a mandolin slicer is highly recommended.
  • Place potato slices in liberally salted boiling water for four minutes.
  • Remove potatoes and place on clean kitchen towels to dry out.
  • Melt butter in a large pot over set just under medium heat.
  • Add the diced onion and cook until caramelized, about 12 minutes.
  • Whisk in the flour and allow to cook for 2 minutes.
  • Add whole milk, half & half, salt and pepper to the pot. Turn the heat to high and whisk constantly until it thickens up.
  • Turn heat down to low and allow to simmer for 10 minutes. Whisk often. Don't let the sauce stick to the bottom of the pot.
  • Add cubed Velveeta and shredded extra sharp cheddar cheese to the pot and whisk until melted and smooth.
  • Begin layering potato slices in a buttered casserole dish. You'll need at least 3-quart dish. Only overlap the potatoes slightly.
  • Pour some of cheese sauce over the potatoes and spread out evenly.
  • Continue layers of potato slices followed by cheese sauce until you're out of both.
  • Top with 8 oz of any shredded cheese you like.
  • Bake covered for 30 minutes.
  • Remove the lid, turn heat up to 425 degrees and bake for an additional 20 minutes until the top is golden brown and bubbly.
  • Rest for 15 minutes before serving.
Tried this recipe?Let us know how it was!