
Scalloped potatoes are one of my absolute favorite side dishes. I have been known to order a dish at a restaurant solely because the accompanying side dish is scalloped potatoes. To be completely honest with you, this is actually a potato au gratin recipe (because it usually contains cheese while scalloped potatoes do not), but I wanted to call it scalloped potatoes because I find that to be a much more common and well known term. This is really an elevated version with tender onions, sweet caramelized fennel and thinly sliced potatoes all coated in a cheesy rich sauce. This might just be the best scalloped potatoes I have ever had, I think you will love them.

Table of Contents
- Why You Will Love This Caramelized Fennel & Onion Scalloped Potatoes Recipe:
- Ingredients You Will Need:
- Kitchen Tools You Will Need:
- Slicing Potatoes
- How to Make This Caramelized Fennel and Onion Scalloped Potatoes Recipe:
- How to Modify:
- Dietary Customizations
- Serving Suggestions:
- Common Questions
- Caramelized Fennel & Onion Scalloped Potatoes Recipe
Why You Will Love This Caramelized Fennel & Onion Scalloped Potatoes Recipe:
- It’s classic & timeless with a spin, perfect for both casual meals and formal occasions, and super kid-friendly.
- Elegant, impressive, yet easy, and doesn’t require complicated techniques.
- Its pairing possibilities are vast! It works as a side dish for roasted meats, turkey, ham, fish, or vegetarian main dishes.
- The leftovers are fantastic and taste even better the next day.
- You will love this for an easy make-ahead recipe to make the holidays a little less stressful.

Ingredients You Will Need:
- Butter: Rich and delicious, and will boost the flavor of the entire dish. You can also use vegan butter.
- Onion and Fennel: Thinly slice the yellow onion, and then remove the stalk of the fennel and thinly slice the bulb. Don’t rush the caramelizing process and miss out on the flavors released.
- Flour: I used all-purpose flour, but gluten-free flour will also work wonderfully to thicken the cream sauce.
- Milks: I used a combination of heavy cream and whole milk. You could also use 1% or 2% milk, but I wouldn’t skip out on the heavy cream. Alternatively feel free to use your favorite unsweetened plant based milk and creamer.
- Gruyere Cheese: I suggest buying fresh, non-grated Gruyere cheese so it doesn’t have any anti-caking agents in it. I have some substitutions below.
- Yukon Gold Potatoes: For even cooking, be sure to slice them thinly and similarly in size. A mandolin slicer is an excellent tool for this job. Watch your fingers!
- Seasonings: I love the earthiness that thyme adds to this dish, along with a bit of salt and black pepper. You can use fresh thyme or dried.
Kitchen Tools You Will Need:
- Large Skillet
- Cutting Board
- Sharp Knife
- Large Bowl
- Spatula
- Tongs
- Box Cheese Grater
- Baking Dish

Slicing Potatoes
Use a mandolin slicer like to save on time and to give you perfect slices of potato.
How to Make This Caramelized Fennel and Onion Scalloped Potatoes Recipe:
- Melt the butter in a large skillet on medium heat. Add in the onion and fennel and cook until the fennel is tender and golden brown in color. Add in the flour, stir, then add the cream and milk and stir. Cook for 5 minutes and then remove from the heat.
- To a large bowl, add the potato slices. Season with salt and pepper and toss to ensure it’s all well coated.
- Pour in the fennel mixture from the pan and the grated cheese. Toss to mix well. Pour the mixture into a greased casserole dish, even it out on top, and then sprinkle the remaining gruyère cheese.
- Transfer to the oven to bake covered in aluminum foil, and then remove the foil and cook for the remaining time.

How to Modify:
- Enhance the flavor by adding a little nutmeg or smoked paprika for depth.
- Want protein? Add ham, crispy bacon or shredded chicken for a full meal.
- Swap half of the potatoes for sweet potatoes for sweetness and color.
- Double the recipe and cook in a 9×13 baking dish to feed a crowd!
- Instead of Gruyere try Mozzarella, Swiss cheese, or Comté.
Dietary Customizations
- Dairy Free: Use almond milk, coconut milk, coconut cream, or oat cream for a dairy-free version. You can omit the cheese if you prefer (which would make it a true scalloped potatoes). Swap the butter for vegan butter or olive oil to lighten it and make it dairy-free.
- Gluten Free: Swap the flour for gluten free flour.
- Low Carb: Make this low-carb with cauliflower. It will still be rich and creamy and amazing!

Serving Suggestions:
One of the best things about scalloped potatoes is how versatile they are—they pair beautifully with so many mains and sides. If you’re serving meat, you can’t go wrong with Roast Chicken, Roasted Turkey Legs, or a delicious slice of ham.
Scalloped potatoes shine next to Roasted Carrots, Stuffed Mushrooms, or this Orange, Avocado and Candied Pistachio Salad.

Common Questions
Yes! If you’re prepping for holiday dinners or a large gathering this can easily be made a few days in advance. Simply follow the instructions, then let it cool down to room temperature. Cover and store the scalloped potatoes in the fridge in an airtight container.
Leftovers can be stored in the fridge for up to 4 days and frozen for up to 3 months. When you’re ready to enjoy again, you can reheat a small portion in the microwave or a larger batch in the oven at 350 degrees until bubbly and warmed through.
The best potatoes for scalloped potatoes are Yukon Golds, they’re buttery, creamy, and hold their shape perfectly. Russet potatoes make the dish extra rich and soft, though they can fall apart more easily, while red potatoes stay firmer for more defined layers.
Yup! Swap the potatoes for cauliflower florets!

More Side Dishes (especially for the holidays) You Will Love:
- Bacon Wrapped Green Beans
- Roasted Pumpkin with Honey, Thyme, and Pecans
- One-Pan Green Beans with Bacon
- Brussels Sprouts, Bacon, and Kale Gratin
- The BEST Cauliflower Mash
If you make this Caramelized Fennel Scalloped Potatoes recipe let me know in the comment section below, I would love to hear what you think or take a photo and tag me (@everylastbite_) on Instagram, I love seeing your photos!

Caramelized Fennel & Onion Scalloped Potatoes
Ingredients
- 2 tbsp butter
- 1 onion thinly sliced
- 2 bulbs fennel stalks removed, bulb halved and then thinly sliced
- ½ tsp salt
- 2 tbsp all purpose flour gluten free or regular
- 1 cup cream
- 1 cup whole milk
- 2 cups grated gruyere cheese
- 2 pounds yukon gold potatoes thinly sliced
- 1 tsp thyme
- ½ tsp salt
- ½ tsp pepper
Instructions
- Preheat the oven to 375 degrees Fahrenheit
- Melt the butter in a large skillet on medium heat. Add in the onion and fennel, sprinkle with salt and leave to cook, stirring every few minutes for approximately 20 minutes until the fennel is tender and golden brown in color.
- Add in the flour and stir to ensure it coats the fennel mixture and then add the cream and milk and stir. Cook for 5 minutes and then remove from the heat
- To a large bowl add the potato slices (try to ensure they aren’t all stuck together). Season with salt and pepper and toss with your hands to ensure it’s all well coated.
- Pour in the fennel mixture from the pan and add in 1 ½ cups grated cheese. Use tongs to toss to ensure it’s all well mixed together.
- Pour the mixture into a greased baking dish, use a spatula to even it out on top and then sprinkle the remaining ½ cup gruyere cheese overtop.
- Transfer to the oven to bake for 1 hour covered in tin foil and then remove the tin foil and cook for an additional 20 minutes until the cheese on top is golden and bubbly.
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.
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