Caramel Popcorn

Homemade Caramel Popcorn that is buttery, rich, salty, sweet, crispy and better than any store-bought caramel corn at a fraction of the price!

This Caramel Popcorn is out of this world!  It is shockingly easy, made with a handful of pantry ingredients and doesn’t even require a candy thermometer! It’s crunchy, deeply caramelized, and you have the option of adding nuts or drizzles of chocolate.  The addictive sweet and salty Caramel Corn makes a ton for movie night, parties or gifts and is fabulous to make ahead or in bulk.

up close side view of crunchy caramel corn

This Caramel Popcorn is spectacularly delicious and not meant for compulsive eaters because It is utterly addictive.  I was worried I wouldn’t have any Caramel Popcorn left to photograph because I couldn’t keep my hands off it!   I wanted to share this recipe in in time for Christmas because it is always a holiday favorite of children, teenagers, adults and grandparents alike.

I make Christmas plates each year for friends and neighbors, and almost all of the desserts are non-cookies because they are so much easier to make in mass quantities. Some of my favorites include Crockpot Peanut Clusters, Snickerdoodle Bars, Turtle Brownies, Gingerbread Brownies, Cookie Dough Cheesecake Bars,  and Marcia’s Famous Toffee.  But you know what is even easier?!  Individual bags of homemade Caramel Popcorn!  I think a new tradition starts this year!

About Homemade Caramel Popcorn

This Caramel Popcorn recipe is slightly adapted from allrecipes.com.  Their Caramel Popcorn Recipe has a 4.8 rating with over 1,000 reviews, all raving about the recipe.  I’ve taken the readers tips and tricks and come up with this tried-and-true Caramel Corn recipe so it’s the best of the best.

This Caramel Popcorn (Or Caramel Corn) is a simple two step process.  First, make a simple caramel sauce by boiling butter, brown sugar and corn syrup over the stove and pouring over your popcorn.

Second, you bake the popcorn so it’s wonderfully crunchy and not the wet, sticky stuff.  If you prefer chewier Caramel Popcorn, then you can simply bake the popcorn for a shorter amount of time – whatever your heart desires!

The whole process of making Caramel Popcorn takes a little over an hour and then you have a big batch of the best, freshest, homemade Caramel Popcorn that keeps fabulously well for days for an instant stress-free dessert/snack at your fingertips.

top view of quick caramel popcorn recipe in a large bowl

What Ingredients do I need for Caramel Corn?

  • Popcorn:   The secret for the BEST Caramel Popcorn is to start with Microwave Theater Popcorn.  Theater popcorn comes buttered and salted and is already delicious before we even envelop it in caramel.  Buttered microwave popcorn enhances the buttery flavor that is essential to the caramel taste.  If you want to make your own popcorn, that is totally fine – see section below for making your own popcorn.
  • Brown Sugar:  Do not use dark brown sugar or a generic brown sugar.  Quality name brand brown sugar is a must otherwise I have found the caramel comes out grainy.
  • Corn Syrup:  Corn syrup is a must to allow the caramel to remain silky and to prevent crystallization.  Please use light corn syrup. To mix up the flavor profile, you can substitute half of the corn syrup with half pure maple syrup.
  • Butter:  You will need ½ cup unsalted butter.  Please do NOT use margarine.  Margarine is too watery for this recipe and will not deliver the same taste.
  • Vanilla Extract:  Your pantry vanilla extract is just prefect.
  • Baking Soda:  Make sure you have your baking soda and vanilla extract measured and ready to add to the caramel before you starting making your caramel.

What does baking soda do for caramel corn?

Baking soda might seem like an odd ingredient but it is essential to Caramel Popcorn.  The baking soda reacts with the acid in the brown sugar and corn syrup and creates tiny carbon dioxide air bubbles – you will be able to physically see this chemical reaction as the caramel bubbles violently and turns lighter in color.

This chemical reaction aerates the caramel which makes it smoother and therefore easier to coat the popcorn. The air bubbles will also prevent the caramel from becoming jaw breaking hard as it cools.

How many Corn Kernels Do I Need for this recipe?

If you want to pop your own popcorn I instead of using microwave popcorn, you will need ⅓ cup kernels, which yields about 14 cups of popped corn.  Increase salt to 1 teaspoon in the caramel sauce.

How Do I Get Rid of Popcorn Kernels?

Nothing ruins Caramel Popcorn more than biting into an un-popped kernel.  To quickly and easily get rid of kernels, pour your popped popcorn over a cooling rack – the kernels will fall through and your popcorn will stay on the rack – SO much easier than picking out individual kernels.

showing how to make caramel corn by separating popcorn kernels from popcorn

How do you make homemade caramel popcorn?

Step 1:  Prepare your jelly roll pan by lining with foil and spraying with nonstick spray.  Alternatively, you can use a large aluminum turkey roasting pan and spray with nonstick cooking spray.

Step 2:  Add your popcorn to the pan and place in the oven at 200 degrees F.  Warming the popcorn will make it easier for the caramel to spread over the popcorn.

showing how to make caramel popcorn by adding popped popcorn to a large pan

Step 3:  Melt butter in a large nonstick skillet over medium heat.

showing how to make caramel popcorn by melting butter in a saucepan for caramel sauce

Step 4:  Once melted, stir in brown sugar, corn syrup, and salt, whisk until sugar dissolves.

showing how to make caramel popcorn by adding brown sugar, butter, corn syrup to a saucepan
showing how to make caramel popcorn by mixing caramel sauce ingredients together until smooth

Step 5:   Bring to a boil over medium heat, stirring occasionally.  Once the caramel begins to gently boil, boil over medium heat for 2  minutes stirring constantly.  The caramel will bubble quite a bit, just start timing when it begins to gently boil.

showing how to make caramel popcorn by boiling caramel sauce

Step 6:   Remove from the heat, and stir in the baking soda and vanilla.  The caramel sauce will bubble a lot and become thick, fluffy and change a lighter color.   Stir until the color is uniform.

showing how to make caramel popcorn by stirring baking soda and vanilla into caramel sauce

Step 7:  Immediately pour caramel over popcorn and sprinkle nuts on top (if using).  Have your nuts all ready to go because as soon as you add the caramel you need to work quickly.

showing how to make caramel popcorn by pouring caramel sauce over popcorn

Step 8:  Quickly mix the caramel with the popcorn, working quickly so the caramel doesn’t harden too soon.  There will probably be a few white pieces of popcorn remaining which is okay.

showing how to make caramel popcorn by stirring air popped popcorn with caramel

Step 8:   Bake for 30-60 minutes depending on desired chewiness or crispiness, stirring popcorn every 15 minutes to ensure the caramel bakes evenly.

up close of showing how to make caramel popcorn by spreading caramel covered popcorn out onto a baking sheet

Step 9:  While the popcorn is baking, line the counter with parchment paper.  When the Caramel Popcorn is done, pour onto parchment paper and separate pieces as much as possible before it cools and hardens.

showing how to make caramel popcorn by spreading baked popcorn out on parchment paper

How do you make caramel popcorn crispy?

You can make this homemade Caramel Popcorn as chewy or as crispy as you like, but it is meant to be on the crispy, crunchy side.

If you spend less time boiling your caramel, the popcorn will be chewier and if you spend more time boiling your caramel, it will be crispier BUT it will also be harder to spread.  So I suggest boiling the caramel just for 2 minutes as called for in the recipe then adapting the texture with the baking time.  Less baking time = chewier popcorn, longer baking time = crispier popcorn harder.

showing how to make caramel popcorn by spreading caramel covered popcorn out on a baking tray before going into the oven

To make crunchy popcorn:

  1. Heat oven to 200°F.
  2. Place popcorn in large roasting pan or jelly roll pan.
  3. Bake for 30-60 minutes, stirring every 15 minutes. If you cook for closer to 60 minutes, keep an eye on it towards the end to avoid burning the caramel.
up close of baked caramel popcorn

NOTES for this EASY CARAMEL POPCORN

Silicon Spatula:  Use a silicon spatula to do all your stirring instead of a wooden spoon.  Silicon spatulas are naturally non-stick, highly heat-resistant, and clean very easily.

Large Skillet: Take care you use a large skillet instead of a small saucepan to make the caramel because once you add the baking soda, the mixture foams violently and increases significantly in volume.

Nonstick Skillet:  A nonstick pan will prevent your caramel from burning (or help) and is a breeze to clean.  Any remaining caramel will come right of a nonstick skillet – absolutely no soaking required!  Just wait for the caramel to harden and then it will chip right off.

showing how to make caramel corn by stirring caramel sauce ingredients together

How to Clean Traditional Skillet:  If you don’t have a nonstick skillet then add some water to your pan and bring to a simmer.  This will soften and loosen any remaining caramel.

Large Roasting Pan.  For easy cleanup or if you don’t have a roasting pan, use a large turkey roasting pan.  You can get this at the Dollar Store and for only a dollar, it’s disposable!   This pan also has high sides which makes it easier to toss the popcorn and caramel together.

showing how to make caramel popcorn by adding popcorn to a large pan

Cook more or Less:  The baking time will vary depending on personal preference.  If you like your Caramel Popcorn crispier, cook longer if you like it chewier, cook for less time.

Keep Stirring.  After the popcorn has come out of the oven and still cooling, stir it 2-3 times.  This will help break up the big clumps.

a far away side view of best caramel popcorn in a silver bowl

Can I Add Chocolate To Caramel Popcorn?

Absolutely!  Drizzle melted chocolate over the top once the Caramel Popcorn once it has cooled.  You can also use white chocolate or a combo.

Can I add Nuts to Caramel Popcorn?

Yes!  I HIGHLY suggest adding nuts to your Caramel Popcorn. The crunchy salty nuts mixed with the sweet caramel is mesmerizing.

I have tried adding peanuts, macadamia nuts and pecans to my Caramel Popcorn and peanuts are still my favorite but I also think cashews would be fabulous.

You will want to add about 1 ½ cup of nuts.  If you use salted nuts, then omit the ¼ teaspoon salt in the Caramel Popcorn recipe.

How long does Caramel Popcorn Last?

After Caramel Popcorn has cooled, store it in an airtight container.  When stored in an air-tight container, homemade Caramel Popcorn will be good for up to five days.

Looking for more Holiday Recipes?

two hands holding a large bowl of easy caramel popcorn in a silver bowl

You might also like these Christmas recipes:

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two fingers taking a piece of caramel popcorn from a large bowl
up close side view of crunchy caramel corn

Caramel Popcorn

Homemade Caramel Popcorn that is buttery, rich, salty, sweet, crispy and better than any store-bought caramel corn at a fraction of the price!  It is shockingly easy, made with a handful of pantry ingredients and doesn’t even require a candy thermometer! It’s crunchy, deeply caramelized, and you have the option of adding nuts or drizzles of chocolate.  The addictive sweet and salty Caramel Corn makes a ton for movie night, parties or gifts and is fabulous to make ahead or in bulk.
Servings: 14 1 cup servings
Prep Time: 10 minutes
Cook Time: 35 minutes

Ingredients

  • 14 cups salted and buttered popped popcorn (Movie Theater popcorn) a little less than 2 3.3 oz. bags of microwave popcorn
  • 1/2 cup unsalted butter
  • 2 cups packed light brown sugar
  • 1/2 cup light corn syrup
  • 1/4 teaspoon salt
  • 1/2 teaspoon baking soda
  • 1 teaspoon vanilla extract
  • 1 1/2 cups roasted salted nuts (peanuts, cashews, macadamia nuts, pecans, etc.) optional but recommended

Instructions

  • Preheat the oven to 200 degrees F.
  • Line a large 15 x 21 inches jelly roll pan with foil (or use a large aluminum turkey roasting pan). Spray lightly with nonstick cooking spray. Add popcorn to pan in an even layer and place in the oven to warm (it’s okay if the oven isn’t all the way at 200 yet – caramel spreads much easier over warm popcorn).
  • Melt butter in a large saucepan over medium heat. Once melted, stir in brown sugar, corn syrup, and salt. Whisk until sugar dissolves.
  • Bring to a boil over medium heat, stirring occasionally. Once the caramel begins to gently boil, boil for 2-3 minutes stirring constantly (it will bubble quite a bit, just start timing when it begins to gently boil).
  • Remove from the heat, and stir in the baking soda and vanilla (it will bubble a lot). Stir until the color is uniform.
  • Immediately pour caramel over popcorn and sprinkle nuts on top (if using). Stir with a spatula until coated. (It is okay if the popcorn isn’t completely coated yet the oven will help us out.)
  • Bake for 45 minutes, stirring the popcorn every 15 minutes.
  • Meanwhile line counter with parchment paper. When popcorn is done pour onto parchment paper and separate pieces before it cools.

Notes

  • EASILY Remove Popcorn Kernels: Pour your popped popcorn over a cooling rack – the kernels will fall through and your popcorn will stay on the rack – SO much easier than picking out individual kernels.
  • Silicon Spatula:  Use a silicon spatula to do all your stirring instead of a wooden spoon.  Silicon spatulas are naturally non-stick, highly heat-resistant, and clean very easily.
  • Large Skillet: Take care you use a large skillet instead of a small saucepan to make the caramel because once you add the baking soda, the mixture foams violently and increases significantly in volume.
  • Nonstick Skillet:  A nonstick pan will prevent your caramel from burning (or help) and is a breeze to clean.  Any remaining caramel will come right of a nonstick skillet – absolutely no soaking required!  Just wait for the caramel to harden and then it will chip right off.
  • How to Clean Traditional Skillet:  If you don’t have a nonstick skillet then add some water to your pan and bring to a simmer.  This will soften and loosen any remaining caramel.
  • Large Roasting Pan.  For easy cleanup or if you don’t have a roasting pan, use a large turkey roasting pan.  You can get this at the Dollar Store and for only a dollar, it’s disposable!   This pan also has high sides which makes it easier to toss the popcorn and caramel together.
  • Cook more or Less:  The baking time will vary depending on personal preference.  If you like your Caramel Popcorn crispier, cook longer if you like it chewier, cook for less time.
  • Keep Stirring.  After the popcorn has come out of the oven and still cooling, stir it 2-3 times.  This will help break up the big clumps.

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21 Comments

  1. Allie says

    Yes, I had my alarm set for 3:30 am today because I knew you’d be posting something very early this morning.
    Caramel Corn? Yes, I think I can handle this. My gosh, I think I even have all the ingredients in the pantry including the corn syrup (I was wondering how I was ever going to use it). And, there’s the other temptations on this page: Pistachio Chocolate Pretzel Bark, German Chocolate Cupcakes with Ganache Filling, and Cheesecake too. Thanks again for all your great pictures and explanations thus making sure we have no-fail results.

    • Jen says

      You made my day Allie, that is amazing you had your alarm set! I can assure you that this Caramel Corn is totally worth the early wake up call! I hope you can make it soon and love it as much as us! The other temptations are also amazing – especially the German Chocolate Cupcakes – mmmmm. Happy Baking!

  2. Kristine says

    This made me want to put popcorn seeds in the oven! LOLOL!! Anyway, this sounds delicious! Think I’ll try it with some air popped corn. 🙂

    • Jen says

      LOL! I’m excited for you to try it!

  3. Rick says

    What is purpose for adding vanilla?
    Never tried it. Sounds interesting.

    • Jen says

      Hi Rick, vanilla is typically added to caramel just for another dimension of flavor. Enjoy!

  4. Rasika says

    Can I use caster sugar instead of brown sugar?

    • Jen says

      No, you will need to use brown sugar- sorry for the inconvenience.

  5. Misti says

    Can I use mushroom popcorn kernels and add butter to it then the caramel?

    • Jen says

      I have never tried it with mushroom popcorn kernels, but I don’t see why not!

    • Dawn says

      Use with crackers to make cracker toffee, aka Christmas crack.

  6. Ray Stern says

    Excellent recipe! We like ours crunchy so we use the 60 minute bake then store it in the fridge. Only improvement I might add is to search Amazon for “mushroom popcorn”. It pops into rounds with no jagged edges, just like you’d see in boxes of Cracker Jacks. It coats so much easier than the fluffy microwave popcorn.

    • Jen says

      I’m so happy you liked it Ray! And thank you for such an awesome tip! Mushroom popcorn sounds like a game changer!

  7. Ain Azni says

    How to make caramel popcorn using comercial popcorn machine? I want to make large batch. Did i still need to do it separately?

    • Jen says

      I’m sorry Ain, but I don’t have any experience with commercial popcorn machines. Best!

  8. Brian says

    I have made the Cracker Jack version of this with the addition of molasses for decades. Two thoughts: Dark brown sugar works perfectly fine in this and other caramel corn recipes. Margarine also works fine. I have used both for years and years with no issues. I pop my own popcorn and flavor it with butter flavored cooking spray (aerosol, not pump) and Flavocol.

    • Jen says

      Thanks so much for the tips Brian!

  9. Becky S says

    Oh my. Dreamy recipe. I’m sitting here munching on some of this fabulous popcorn as I write this. I can’t stop eating it. Worlds better than any bagged, boxed or canned caramel corn I’ve ever had. I am almost afraid to try any of these other recipes. I may eat it all myself and not share!

    • Jen says

      LOL! Thanks so much for your awesome review Becky! I’m thrilled you love this caramel popcorn so much!

  10. TammyBallweber says

    Can I use a cookie sheet

    • Jen says

      Hi Tammy, unfortunately a cookie sheet won’t contain all the popcorn and the mess, you really need something with sides- possibly two 9×13 pans will work.

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