Imagine diving into a bowl of creamy, cheesy potato soup that’s loaded with crispy bacon and fresh herbs. This copycat recipe brings O’Charley’s famous potato soup right to your kitchen!

This post contains affiliate links. As an Amazon Associate, I earn from qualifying purchases.
Table of Contents
What Makes O’Charley’s Potato Soup Recipe The One You Will Reach For Again and Again
Growing up in the Midwest, potato soup was a winter staple, but none quite matched the creamy perfection of O’Charley’s version. The secret? Red potatoes and Velveeta cheese. While many potato soups turn mushy, the red potatoes maintain their texture, creating hearty bites throughout the soup. Combined with the ultra-creamy cheese sauce, it’s pure comfort in a bowl.
Why You’ll Love This Recipe
- Ready in under an hour
- Perfect for feeding a crowd
- Simple ingredients from any grocery store
- Great for meal prep
- Freezer-friendly Customizable toppings
Ingredients
This loaded potato soup has simple ingredients, and the toppings take it to an extraordinary flavor level. Here’s a list of what you need:
- Red potatoes – Provides hearty texture and holds shape better than russet potatoes
- Butter – Creates rich base and helps form the roux for thickening
- All-purpose flour – Works with butter to create a roux that thickens the soup
- Half-and-half – Forms the creamy base of the soup
- Velveeta – Creates smooth, creamy texture and consistent melting
- White pepper – Adds subtle heat without visible specks
- Garlic powder – Provides savory depth
- Hot pepper sauce – Balances richness and adds subtle heat
- Bacon – Adds crispy texture and smoky flavor
- Shredded Cheddar cheese – Provides sharp cheese flavor and visual appeal
- Fresh chives or green onions – Adds fresh flavor and color
- Fresh parsley – Brings fresh herb flavor and color

Equipment Needed
- Large Dutch oven or heavy-bottomed pot
- Second large saucepan
- Sharp knife and cutting board
- Measuring cups and spoons
- Wooden spoon or whisk
- Colander or strainer
- Potato masher (optional)
How to Make O’Charley’s Potato Soup
- Cook bacon until crispy. Break into small pieces.
- Dice unpeeled red potatoes into 1/2-inch cubes.
- Place potatoes in a large saucepan or Dutch oven, cover with water, and bring to a boil.
- Boil potatoes for 10 minutes or until 3/4 cooked.
- In a separate large Dutch oven, combine melted butter and flour, mixing until smooth.
- Place over low heat and gradually add half-and-half, stirring constantly until smooth and liquid begins to thicken.
- Add Velveeta and stir well to blend the melted Velveeta into the soup base.
- Drain potatoes and add to cream mixture.

- Stir in pepper, garlic powder, and hot pepper sauce.
- Cover and cook over low heat for 30 minutes, stirring occasionally.
- Place soup into individual serving bowls and top with crumbled bacon, shredded cheese, chives, and parsley.

Pro Tips for Perfect Results
- Don’t peel the potatoes – the skins add color and nutrition
- Keep heat low when melting Velveeta to prevent scorching
- Stir frequently to prevent sticking
- Test potato doneness with a fork before adding to soup base
- For thicker soup, mash some potatoes against side of pot
Troubleshooting Common Issues
Soup Too Thick?
- Add warm milk or half-and-half gradually until desired consistency
Soup Too Thin?
- Simmer uncovered to reduce
- Make a small amount of roux and whisk in
Grainy Texture?
- Lower heat when melting cheese
- Add cheese gradually
- Use freshly grated cheddar for topping
Recipe Scaling
- To halve: Reduce all ingredients except seasonings (adjust to taste)
- To double: Double all ingredients, use larger pot
- Cooking time remains the same
Dietary Modifications
- Gluten-free: Use 1:1 gluten-free flour blend
- Lighter version: Use milk instead of half-and-half, reduced-fat cheese
- Vegetarian: Omit bacon, add smoked paprika for smoky flavor
What to Serve with O’Charley’s Loaded Potato Soup
Pair this soup with a salad or sandwich to complement its flavors. For instance, serve it with a chicken bacon ranch sandwich, mixed greens salad, jalapeno grilled cheese, or a wrap!
You can also enjoy it with something lighter, such as focaccia bread, dinner yeast rolls, or a side of fresh fruit. The flavorful soup doesn’t clash with many foods, which makes it easy to choose accompaniments.
How to Store This Homemade Soup
You can either refrigerate or freeze this soup since it reheats well. For either storage method, you need to transfer it to an airtight container first.
Keep the toppings, such as the chives, bacon, and shredded cheese, separate in resealable bags. The soup will last about 3-4 days in the refrigerator and up to 6 months in the freezer. If you freeze the soup, thaw it in the refrigerator overnight before you reheat it.
What is The Best Way to Reheat Loaded Potato Soup?
Reheat the leftover soup in a pan on the stovetop over medium heat, stirring occasionally. You can add more half-and-half or milk if it is too thick.

More Potato Soup Recipes
- Country Potato Soup
- Hard Rock Cafe Potato Soup
- Houlihan’s Baked Potato Soup
- Houston’s Baked Potato Soup
- Panera Baked Potato Soup
- Plain Potato Soup
- Ultimate Potato Soup
Favorite Potato Recipes
Check out my easy soup recipes and the best restaurant copycat recipes here on CopyKat.com!
O’Charley’s Loaded Potato Soup
Ingredients
- 3 pounds red potatoes
- 1/4 cup butter melted
- 1/4 cup all-purpose flour
- 8 cup half-and-half
- 16 ounces Velveeta cubed
- 1/2 teaspoon white pepper
- 1/2 teaspoon garlic powder
- 1 teaspoon hot pepper sauce
- 1/2 pound bacon
- 1 cup shredded Cheddar cheese
- 1/2 cup fresh chives, chopped
- 1/2 cup fresh parsley, chopped
Instructions
- Cook bacon until crisp. Crumble bacon and set aside.
- Dice unpeeled red potatoes into 1/2-inch cubes.
- Place potatoes in a large Dutch oven, cover with water, and bring to a boil. Let boil for 10 minutes or until 3/4 cooked.
- In a separate large Dutch oven, combine melted butter and flour, mixing until smooth.
- Place over low heat and gradually add half-and-half, stirring constantly. Continue to stir until smooth and the liquid begins to thicken.
- Add Velveeta and stir well.
- Drain potatoes and add to cream mixture.
- Stir in pepper, garlic powder, and hot pepper sauce. Cover and cook over low heat for 30 minutes, stirring occasionally.
- Place soup into individual serving bowls and top with crumbled bacon, shredded cheese, chives, and parsley.
I love making your potato soup recipe! It is always a hit wherever I take it! I have found that boiling the potatoes in chicken broth gives a nice flavor. Also I mince a small amount of onion and sauté it in the butter as I am melting it before adding the flour (probably about 2 tablespoons, very finely minced). I also use 4 cups half and half and 4 cups whole milk. Everything else I pretty much do as your recipe suggests!!! Thanks for the great recipe.!!!
Great suggestions. I will have to give your ideas a try sometime soon.
I just made this soup for today’s Sunday lunch and Kim is right, cooking the potatoes in chicken broth does give extra flavor. I also didn’t drain the potatoes completely so I could add a bit of warm broth to the mixture. Yum!
I currently work at ocharleys. We make it using 1 gallon of water, 4 cup bag of imitation dehydrated cheese mix, and a 1-1/2 lb. Bag of prepped diced potato chunks. Then you mix the cheese sauce together with gallon boiling water. Microwave potatoes in steam bag for 7 minutes. Then add potatoes to cheese. Stir briefly and serve in small bowl. Add cheese and bacon. This is the way we make it as long as I have been there 2.5 years.
How many servings is this?
You can get 10 to 12 servings from this recipe.
I’ve been dying for the actual copycat recipe. Any idea where to find imitation dehydrated cheese??
Amazon. I can’t seem to find that or the jalapeño juice anywhere else. However the velveta and cheddar she uses in this seems to be a lot better taste and health wise. I’m giving this a try with the some of the workers “original” recipe. I do have to say with just water and imitation cheese I’m a bit surprised that if that’s the true recipe it would be so good. I’m going to try the frozen already chopped potatoes, chicken broth, jalapeño juice (from a can of japs), and the cheeses on this recipe. Plus all of her seasonings. This recipe looks AMAZING but as a cook myself and a husband with weirdly neurotic taste buds I’m trying to get the recipe as close as possible without imitation cheese ???? Gross
Jalapeno juice, is just juice out of a jar of bottled/canned jalapenos.
Sure you can find it at Amazon.com, or you can buy a package of macaroni and cheese, and use the cheese packet.
Just made this and tastes off to me. Almost like the half and half curdled.
“Baked Potato?” Where in the recipe does it mention baking potatoes? All I see are directions to ”boil” them. My question is, ”Am I missing something or are the instruction incorrect?”
It refers to the flavor of the soup, that it is like the flavor of a baked potato. I hope you give the soup a try.
Fresh Basil & Thyme really kicks it up a notch..
Great suggestions. Thank you.
This is absolutely delicious. thanks for the recipe
I am glad you enjoyed it.
I just made this in a crock pot. True about the potatoes being mushy! I have little ones so I wasn’t too worried as they need an easy chew : ). I used potatoe flakes instead of flour and it was soooo yunmy!
I am happy to hear this works in a crock pot too.
This is close, but I worked as a lead cook in the restaurant & we use jalapeño juice not the hot pepper sauce & used a sharp cheddar sauce like cheez whiz. Velveeta just doesn’t have the bold flavor.
Use potato flakes instead of flour to thicken with. Flour in my opinion, takes away flavor whereas the potato flakes makes them richer and creamier!
That sounds like a great idea! I can see how that will add more flavor.
ok…8 cups or 8 oz of half and half?? i thought that was kind of a shocking amount…just making sure it wasn’t a typo…
since there is no other liquid Im guessing 8 Cups
Do not put in 8 cups of half and half! This just taste like cream! Yuck
can you do it in a crock pot, looking for easy ideas for the winter.
Can you substitute butter? I’m not a fan of margarine.
This if delicious I also like to fry bacon in the bottom of the pot then take it out and use the bacon dripings to make your roux instead or with the butter
I LOVE YOUR SITE BUT WHEN YOU PRINT THE RECEIPE YOU SHOULD HAVE THE OPTION OF PRINTING IT TO A RECEIPE CARD (EX. 4X6)
Thanks for your suggestion, I will keep it in mind.
I tried to make a half batch of this, but I couldn’t get the half and half to thicken with the margarine and flour.
Was your heat up high enough? Sometimes if the heat isn’t up high enough. Also, were you using real margarine, and not a low calorie spread?
All purpose or self rising flour?
all purpose flour will do ~Stephanie
How many servings does this make?
I have updated the recipe for servings ~Stephanie
What is half and half?
half and half is a milk product that contains more fat than whole milk, and less than heavy/whipping cream. ~Stephanie
what about those who dont have a dutch oven??
I would use a really large heavy pot instead.
can you do it in a crock pot?
I haven’t done this in a crockpot. I might thing that with the potatoes being heated for that long, and then maybe getting reheated at some point, this might get pretty mushy. Maybe others have thoughts.
I cut up my potatoes and boil them 3 or 4 mins while im mixing the rest of the ingr. then add them to the crockpot so they are too done