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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.
Course Snack
Cuisine American
Prep Time 10 minutes
Cook Time 35 minutes
Total Time 45 minutes
Servings 14 1 cup servings


  • 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


  • 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.


  • 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.