Super creamy and flavorful scalloped potatoes are the ultimate side dish!

The main dish may be the star of the meal, but more often than not in my opinion the side dishes end up stealing the show. Particularly if potatoes are involved. Whether they’re mashed, baked, or grilled, what can I say? I’m a fan!

And for me scalloped potatoes— or potatoes au gratin as they’re sometimes called— are unsurpassable as the most decadent and indulgent side dish. These potatoes are rich and creamy, and have a crisp cheesy topping with melt-in-your-mouth potatoes underneath. It’s a casserole that can be dressed up for a dinner party or dressed down for a casual weeknight dinner.

These scalloped potatoes are the best I’ve ever had, thanks to a homemade white sauce flavored with butter, milk, cheese, shallots and fresh thyme. It’s simple, but so creamy and flavorful, and it pairs very well with the potatoes. Don’t miss my tips below for making the best ever scalloped potatoes.

One tip I have is to use good butter! Challenge Butter is my favorite brand of butter to use for recipes like this where it really matters. Did you know that Challenge Butter goes from the farm to the fridge in just TWO days? And butter is ready for shipping just 24 hours after the cows have been milked. Plus, Challenge cows are never treated with growth hormones, which makes for healthier and better tasting butter.

How to make the best scalloped potatoes

Scalloped Potatoes

Yukon gold potatoes have the best flavor and creamiest texture and are my favorite for this potato dish.

There are several ways you can thinly slice the potatoes. You can slice by hand with a sharp knife, with a food processor, or a mandoline slicer. For even cooking, make sure they are the same thickness, with a max of 1/4-inch wide.

This is definitely a dish where you want to start with salted butter. Again, I like to use Challenge Butter!

You can use whatever kind of milk you want, but I recommend 2% or whole. More fat = more flavor.

Scalloped Potatoes

Scalloped Potatoes

If possible, let this dish rest for 15 minutes before serving. This time will set all of the ingredients, making for clean and stable slices. Don’t worry, it will still be hot!

These scalloped potatoes can be made ahead. You can assemble the dish and refrigerate for about 8 hours before baking, or you can bake it and refrigerate for about 24 hours before serving. To reheat, cover with foil and warm in a 350°F oven for about 20 minutes. Unfortunately, this dish does not freeze well.



  • 4 tablespoons salted Challenge Butter
  • 1 shallot, finely chopped
  • 1/4 cup all-purpose flour
  • 3 cups milk, preferably 2% or whole
  • 1 teaspoon salt
  • 1/2 teaspoon ground black pepper
  • 1 teaspoon chopped fresh thyme, or 1/2 teaspoon dried thyme
  • 4 lbs Yukon gold potatoes, 1/4-inch slices
  • 8 ounces (about 2 cups) shredded white cheddar cheese, divided


  • 1

    Preheat oven to 400°F. Grease a 9×13-inch baking dish with butter or nonstick spray.

  • 2

    Melt butter in a large skillet over medium low heat. Add shallot and cook until soft, 3-4 minutes.

  • 3

    Add flour and whisk until incorporated with the butter and shallots.

  • 4

    Gradually add milk to the pan while whisking constantly. Once all the milk has been added, increase heat to medium high and bring to a boil, continuing to stir regularly. Add salt, pepper, and thyme.

  • 5

    Cook for a few minutes until thick. Add 1 1/2 cups of the cheddar cheese and stir until smooth. Taste and add more salt and pepper if needed. Remove from heat.

  • 6

    Add enough of the sauce to the prepared baking dish so that it coats the bottom. Add one third of the sliced potatoes to the dish, then pour one third of the sauce over the potatoes, trying to cover as many potatoes with the sauce as possible. Repeat with remaining potatoes and sauce.

  • 7

    Sprinkle remaining 1/2 cup of cheese on top and cover with aluminum foil.

  • 8

    Bake for 30 minutes, then remove foil and bake for an additional 35-40 minutes until potatoes are cooked through and cheese has started to brown.

  • 9

    Let sit for about 15 minutes before serving.

  • !

    Can be assembled and stored in the fridge up to about 8 hours in advance before baking. Baked scalloped potatoes can be stored in the fridge for at least 24 hours in advance. To reheat, keep covered and warm in a 350°F oven for about 20 minutes. Unfortunately, this dish does not freeze well.