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Cheesy Scalloped Potatoes

These Cheesy Scalloped Potatoes are just like the ones that Mom made growing up.  Full of cheesy, melty goodness and perfect for Easter brunch or Sunday supper.

baking dish of cheesy scalloped potatoes covered in cheese and topped with green onions

I grew up on my Mom’s Cheesy Scalloped Potatoes — and not just for special occasions like Christmas or Easter.  We were lucky that my dad is a meat and potatoes kind of guy, so this recipe was in our regular dinner rotation, usually with BBQ chicken and homemade rolls.  It was one of my sister’s favorite meals that Mom made (mine is still beef enchiladas).

Mom’s recipe has changed a few times over the years, but this version is the one that I remember most. I always made sure to stay nearby when Mom made this so that I could be the one to lick the spoon (and bowl, let’s be honest) after she made the sauce. 

man demonstrating the OXO Mandoline

What’s Needed for Cheesy Scalloped Potatoes? 

To make this quick and easy scalloped potatoes recipe, you’ll need the following ingredients: 

  • Russet potatoes
  • Salt and pepper
  • Butter
  • All-purpose flour
  • Processed cheese (like Velveeta) 
  • Whole milk 
man demonstrating how to thinly slice potatoes with the OXO Mandoline

How to Make Scalloped Potatoes with Cheese 

  1. Peel the potatoes, then use a mandoline to slice into coins. 
  2. Add the sliced potatoes to a stockpot of water, bring to a boil, then simmer until fork tender. 
  3. When the potatoes are almost done cooking, make the cheese sauce. 
  4. Drain the boiled potatoes. 
  5. Layer half the potatoes into a casserole dish, then top with half the cheese mixture. Repeat this process once more. 
  6. Bake the cheesy sliced potatoes until golden brown and bubbly.  
large stockpot full of thinly sliced potatoes

Can I Prep Cheesy Scalloped Potatoes in Advance? 

Yes! To prep these easy cheesy scalloped potatoes ahead of time, follow the recipe as written. Once baked, let the cheese potatoes cool to room temperature, then cover with foil and refrigerate. The scalloped potatoes with cheese can stay in the fridge for up to three days. 

When you’re ready to eat the scalloped potatoes, cover with foil and bake at 350 degrees F until warmed through.

Do I Have to Use Processed Cheese? 

This homemade scalloped potatoes recipe uses processed cheese — and I know some of you may have strong feelings about that.  That’s fine, if you’re not a fan then feel free to make your own cheese sauce with flour, butter, milk, and grated cheese.

baking dish of cheesy scalloped potatoes

Tips for Making Homemade Scalloped Potatoes 

  •  It is sometimes a challenge getting just the right thickness and uniformity for these potatoes using a knife, so I prefer to use a mandoline slicer.
  • I love this recipe as is, but you could experiment with adding chopped chives or crumbled bacon on top if you want to amp up the flavor. 
  • It’s important that you use Russet potatoes for this recipe, as they slice and bake up the best. 
  • You can use any kind of processed cheese you’d like. We use Velveeta, but pick your favorite. 

More Easy Potato Side Dishes: 

baking dish of scalloped potatoes covered in cheese and topped with green onions

Cheesy Scalloped Potatoes

4.48 from 21 votes
Print Pin Rate
Prep Time: 15 minutes
Cook Time: 20 minutes
Total Time: 35 minutes
Servings: 6 people
Calories: 360kcal
Author: Emily Grace


  • 5 russet potatoes, medium-large
  • 1 tsp salt
  • 1 tsp pepper
  • 4 tbsp butter, unsalted
  • 4 tbsp flour, all-purpose
  • 8 oz processed cheese, like Velveeta
  • 2 cups milk, whole


  • Preheat the oven to 350 degrees.
  • Wash and peel the potatoes.  
  • Use a mandoline or knife to thinly slice the potatoes into coins. These should not be paper thin, but not too thick either.
  • Place the sliced potatoes into a large stockpot and add enough water to cover the potatoes.  Salt the water generously (about 1 tsp).
  • Boil the potatoes over medium-high heat until just soft.  They should be fork tender, but not mushy or falling apart.
  • When the potatoes are almost finished boiling, start preparing the sauce.  Add the butter and flour to a large saucepan over medium heat.
  • Continue cooking the flour and butter until a thick paste (or roux) forms.  This will begin to bubble, but do not let it burn.
  • Slowly add in the milk while stirring constantly.
  • Once all of the milk is added, cube the processed cheese and add it to the saucepan.
  • Continue stirring constantly until the cheese is melted and the sauce begins to thicken.  Adjust your heat if necessary, but do not let the mixture burn on the bottom.
  • Stir in the salt and pepper.  Taste and add more as needed.
  • Drain the boiled potatoes.  Add a layer of potatoes (half) to a large baking dish.  Top the potatoes with half of the cheese mixture.
  • Add in the remaining potatoes and top with the remaining cheese.
  • Bake for 20-25 minutes, until the cheese is bubbly and golden brown.  Cover with foil if it is browning too quickly.
  • Top with green onions or fresh thyme if desired.


Serving: 1serving | Calories: 360kcal | Carbohydrates: 44g | Protein: 14g | Fat: 14g | Saturated Fat: 9g | Cholesterol: 44mg | Sodium: 1098mg | Potassium: 977mg | Fiber: 2g | Sugar: 8g | Vitamin A: 740IU | Vitamin C: 10.1mg | Calcium: 334mg | Iron: 1.8mg
Did you make this recipe? Mention @GraceGoodEats or tag #graceandgoodeats!
Recipe Rating


Monday 12th of June 2017

Sorry, Sis. I think I have to stop checking your site until you post something else. That picture makes my mouth water! We're having hamburgers tonight. Scalloped potatoes totally go with hamburgers, right?

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