Old-Fashioned Creamy, Crispy Scalloped Corn
This scalloped corn is basically comfort food’s greatest achievement, combining the sweetness of corn with a custard-like base that’ll make you question why you ever bothered with regular corn casserole.

The magic happens when butter crackers meet melted butter to create the most irresistible golden-brown topping that somehow manages to stay crispy while the corn underneath gets all creamy and luxurious.

Picture this: tender corn kernels suspended in a rich, custardy mixture that’s been elevated with just enough onion to add depth without overwhelming the sweet corn flavor.

The genius of this recipe lies in its simplicity—you’re basically making a savory corn pudding topped with what amounts to the world’s most delicious cracker crumble.

Every bite delivers that perfect contrast of textures: the crispy, buttery cracker topping giving way to the smooth, creamy corn mixture that tastes like summer in a spoon.

This is the kind of side dish that steals the show at every potluck, holiday dinner, or random Tuesday when you need something that feels like a warm hug from the inside out.

Ingredients
For the corn base
- 2 (16-ounce) bags frozen corn kernels
- 3 large eggs
- 1 1/2 cups half-and-half
- 1 tablespoon granulated sugar
- 2 teaspoons kosher salt
- 1 /2 small yellow onion
For assembly and topping
- 5 tablespoons unsalted butter, divided
- 32 butter crackers (such as Ritz), divided

Instructions
Preparation
- 1 Thaw 2 (16-ounce) bags frozen corn kernels according to package instructions. This usually takes about 30 minutes at room temperature, or you can speed things up by placing the bags in cool water for 15 minutes. Properly thawed corn ensures even cooking and prevents excess moisture from making your casserole watery.
- 2 Arrange a rack in the middle of the oven and heat to 350°F (175°C). The middle rack position ensures even heat distribution for both the custard base and the cracker topping. Coat a 9-cup baking dish (such as a 9-inch square or 9×13-inch oval) with 1 tablespoon of the unsalted butter, making sure to get into all corners to prevent sticking.
Making the custard base
- 3 Place 3 large eggs, 1 1/2 cups half-and-half, 1 tablespoon granulated sugar, and 2 teaspoons kosher salt in a large mixing bowl. Using a whisk, beat until completely smooth and well combined—you shouldn’t see any streaks of egg white. The sugar balances the corn’s natural sweetness while the salt enhances all the flavors. Add the thawed corn and stir until every kernel is coated with the custard mixture.
- 4 Prepare the aromatics and first batch of crackers by mincing 1/2 small yellow onion into very fine pieces—you want them to practically disappear into the mixture. Using your hands, crush 16 of the butter crackers into coarse crumbs, leaving some larger pieces for texture. Add both the minced onion and crushed crackers to the corn mixture, stirring until everything is evenly distributed.
First bake
- 5 Transfer the corn mixture to your prepared baking dish, spreading it into an even layer with a silicone spatula or the back of a spoon. The surface should be relatively smooth to ensure even cooking. Bake for 20 minutes—during this time, the custard will begin to set around the edges while staying slightly jiggly in the center.
Preparing the topping
- 6 While the corn bakes, place the remaining 4 tablespoons unsalted butter in a medium microwave-safe bowl. Microwave until completely melted, about 45 seconds to 1 minute depending on your microwave’s power. Using your hands, crush the remaining 16 crackers directly into the melted butter, then stir with a fork until every crumb is coated. The mixture should look like buttery, golden breadcrumbs.
Final bake and rest
- 7 When the 20-minute timer goes off, remove the dish from the oven and evenly distribute the buttered cracker crumbs over the surface. Don’t worry about perfect coverage—some rustic variation adds to the charm. Return to the oven and bake until the crackers are golden brown and the edges of the dish are starting to bubble and brown, about 25 minutes more.
- 8 Let the scalloped corn rest for 10 minutes before serving. This resting time allows the custard to finish setting and makes serving much cleaner. The dish should hold its shape when scooped but still be creamy throughout.

Recommended Equipment and Kitchen Tools
Essential Tools (for best results):
- Large mixing bowl – A wide, deep bowl makes whisking the custard base much easier and prevents splashing when combining ingredients
- Wire whisk – Creates the smoothest custard mixture and ensures eggs are completely incorporated without lumps
- 9-cup baking dish – A ceramic or glass dish distributes heat evenly and retains warmth for serving
- Microwave-safe bowl – For melting butter quickly and safely without the risk of burning
Helpful Upgrades:
- Kitchen scale – Measuring ingredients by weight ensures consistent results, especially important for the egg-to-dairy ratio in the custard
- Silicone spatula – Perfect for scraping every bit of custard from the mixing bowl and spreading the mixture evenly in the baking dish
- Instant-read thermometer – The center should reach 160°F (71°C) when fully set, taking the guesswork out of doneness
Nice-to-Have Options:
- Parchment paper – Line your baking dish for easier cleanup, though proper buttering works just as well
- Storage containers – Glass containers with tight-fitting lids keep leftovers fresh and make reheating portions simple

Recipe Variations and Dietary Modifications
Gluten-Free Adaptation:
- Replace butter crackers with 32 gluten-free crackers or 1 cup gluten-free breadcrumbs mixed with 2 tablespoons melted butter
- Ensure your crackers are certified gluten-free to avoid cross-contamination
- The texture remains virtually identical with quality gluten-free alternatives
Dairy-Free Modifications:
- Substitute half-and-half with 1 1/2 cups full-fat coconut milk or unsweetened cashew cream
- Replace butter with 5 tablespoons vegan butter or coconut oil, solid at room temperature
- The coconut milk version adds subtle tropical notes that complement corn beautifully
Flavor Variations:
- Mexican-inspired: Add 1 diced jalapeño, 1/2 cup shredded cheese, and 1 teaspoon cumin to the base mixture
- Herb garden: Stir in 2 tablespoons fresh chives, 1 tablespoon fresh thyme, and 1/4 cup grated Parmesan
- Smoky version: Include 1 teaspoon smoked paprika and 2 strips cooked, crumbled bacon in the cracker topping
- Holiday twist: Add 1/4 cup dried cranberries and 1/2 teaspoon sage for Thanksgiving tables
Texture Modifications:
- Extra creamy: Increase half-and-half to 2 cups and add one additional egg
- Chunky style: Reserve 1 cup of corn kernels and fold in during the last 10 minutes of baking for varied texture

Nutritional Information and Health Benefits
Key Nutritional Highlights:
Each serving provides approximately 280 calories with a balanced macronutrient profile. The corn contributes complex carbohydrates and natural fiber, while eggs and half-and-half provide high-quality protein and essential fats. This dish delivers about 8 grams of protein and 4 grams of fiber per serving, making it more substantial than typical corn side dishes.
Health Benefits of Main Ingredients:
Corn kernels are rich in lutein and zeaxanthin, powerful antioxidants that support eye health and may reduce the risk of age-related macular degeneration. The vitamin C content in corn supports immune function, while magnesium aids in muscle and nerve function. Eggs contribute choline, essential for brain health and development, plus vitamin D and B vitamins for energy metabolism. The onion adds quercetin, a flavonoid with anti-inflammatory properties, and sulfur compounds that support cardiovascular health.
Dietary Considerations:
This recipe contains dairy, eggs, and gluten (from crackers), making it unsuitable for those with corresponding allergies or intolerances. However, it’s naturally vegetarian and can be easily adapted for various dietary needs. The dish provides sustained energy from complex carbohydrates balanced with protein, making it an excellent side for active individuals or growing families.

Smart Swaps and Ingredient Substitutions
Common Substitutions:
- Half-and-half → Equal amount of whole milk plus 2 tablespoons heavy cream, or 3/4 cup milk + 1/4 cup heavy cream
- Butter crackers → Crushed cornflakes, panko breadcrumbs, or crushed saltines (adjust salt accordingly)
- Fresh corn → Use 4 cups fresh corn kernels cut from 6-8 ears when corn is in peak season
- Yellow onion → Shallots (use 2 large shallots) for a milder, more sophisticated flavor
Budget-Friendly Swaps:
- Half-and-half → Whole milk works perfectly, though the texture will be slightly less rich
- Butter crackers → Generic butter crackers or crushed saltines mixed with 1 tablespoon melted butter
- Fresh eggs → Pasteurized liquid eggs (use 3/4 cup) for consistent results at lower cost
Pantry Emergency Substitutions:
- No crackers → 1 cup panko breadcrumbs mixed with 3 tablespoons melted butter and 1/2 teaspoon salt
- No half-and-half → 1 cup milk + 1/2 cup heavy cream, or 1 1/4 cups milk + 1/4 cup sour cream
- No fresh onion → 1 tablespoon onion powder mixed into the custard base
Pro Tips for Substitutions:
- When using fresh corn, blanch kernels for 2 minutes in boiling water to ensure tenderness
- Homemade cracker crumbs can be stored in the freezer for up to 3 months for future use

Make It Diabetes-Friendly
Sugar Modifications:
- Eliminate granulated sugar entirely—the natural corn sweetness provides plenty of flavor
- Alternative: Use 1 teaspoon stevia or 2 teaspoons erythritol if you prefer added sweetness
- Carb reduction: Removing the sugar saves approximately 12 grams of carbohydrates total
Cracker Substitutions:
- Replace 32 crackers with 1/2 cup crushed pork rinds mixed with 2 tablespoons melted butter for virtually zero carbs
- Lower-carb option: Use 1/2 cup almond flour mixed with 3 tablespoons melted butter and 1/2 teaspoon salt
- Portion control: Use a smaller 8×8 inch dish and cut into 9 squares instead of 6-8 servings
Dairy Modifications:
- Replace half-and-half with 1 1/2 cups unsweetened almond milk plus 1/4 cup heavy cream to reduce carbs
- Add healthy fats: Include 2 tablespoons cream cheese for richness without additional carbs
Portion & Timing Tips:
- Serve 1/2 cup portions alongside 4 oz lean protein and non-starchy vegetables
- Estimated carbs per modified serving: Approximately 15-18 grams versus 25-28 grams in original
- Total Carb Reduction: Up to 40% reduction with all modifications combined

Perfect Pairing Suggestions
Beverage Pairings:
A crisp Sauvignon Blanc or unoaked Chardonnay complements the creamy, sweet corn flavors without overwhelming them. For beer lovers, a wheat beer or light lager provides refreshing contrast to the rich custard base. Sweet tea or fresh lemonade work beautifully for non-alcoholic options, while sparkling water with lime cleanses the palate between bites.
Side Dish Recommendations:
This scalloped corn pairs exceptionally well with grilled pork tenderloin or roasted chicken thighs, where the corn’s sweetness balances savory, seasoned proteins. Barbecue ribs and pulled pork create classic comfort food combinations. For vegetables, serve alongside green bean almondine or roasted Brussels sprouts to add color and contrasting textures. Coleslaw provides a cool, crunchy counterpoint to the warm, creamy corn.
Complete Meal Ideas:
Build a Southern-inspired feast with fried chicken, buttermilk biscuits, and this scalloped corn as the star side dish. For holiday entertaining, pair with honey-glazed ham, roasted root vegetables, and cranberry sauce. Summer barbecue menus benefit from this corn alongside grilled meats, potato salad, and fresh fruit desserts.
Occasion Suggestions:
This dish shines at Thanksgiving dinners, church potlucks, and family reunions where comfort food is king. The make-ahead friendly nature makes it perfect for holiday entertaining when oven space is precious. Casual weeknight dinners become special occasions when this creamy, indulgent side appears on the table.

Pro Tips and Troubleshooting
Professional Techniques:
Strain your thawed corn to remove excess liquid—too much moisture creates a watery casserole that never properly sets. Room temperature eggs incorporate more smoothly into the dairy mixture, preventing lumps in your custard base. Toast your cracker crumbs lightly in a dry skillet before mixing with butter for extra depth of flavor and guaranteed crispiness.
Common Mistakes and Solutions:
Watery results usually stem from not draining thawed corn properly or using frozen corn straight from the freezer. Curdled custard happens when eggs are added to hot dairy—always ensure your half-and-half is at room temperature before whisking in eggs. Soggy topping occurs when the dish is covered during baking or when crackers aren’t properly coated with butter.
Storage and Reheating:
Refrigerate leftovers for up to 4 days in the original baking dish covered with plastic wrap. Reheat individual portions in the microwave for 45-60 seconds, or reheat the entire dish in a 300°F (150°C) oven for 15-20 minutes until heated through. Freezing works for up to 2 months—thaw overnight in the refrigerator before reheating.
Make-Ahead Strategies:
Assemble completely up to 24 hours ahead, cover tightly, and refrigerate. Add 10-15 minutes to the initial baking time if starting from cold. Prepare components separately—mix the custard base and store covered, prepare cracker topping and store at room temperature, then combine when ready to bake.

This old-fashioned scalloped corn transforms simple ingredients into something truly memorable, proving that the best comfort foods don’t need complicated techniques—just quality ingredients treated with care and respect for tradition.