I realize this recipe comes a little late to be included in your Halloween festivities, and for that I apologize. But  this recipe is great any time of the year. In fact, it is a famous tradition at our family reunion held every summer. My Aunt Peggy makes several batches and we devour it while playing games and catching up. I look forward to it every year.



I start craving it again this time of year, since caramel is such a great fall flavor. My Halloween weekend was already full of far too much sugar, but I just couldn’t resist the thought of sweet caramel, crunchy popcorn, and sticky fingers. So I made a batch.


Oh my.


The recipe comes from Peggy’s sister in law, Jeanette, and she was so generous to share it with me. It’s too good to be kept a secret, and so I’ll share it with you. It’s a no-fuss recipe and is super easy to make.

I strongly advise that you make this immediately. I also advise that you make sure you have other people around to share it with, as being left alone with this is extremely dangerous.


Jeanette’s Caramel Corn
From Peggy Farmer
Makes 8-10 servings

1/2 cup popcorn kernels*
1 cup unsalted butter
2 1/2 cup brown sugar, packed
1 cup corn syrup
1 (14 oz) can sweetened condensed milk
1 teaspoon salt
1 teaspoon vanilla extract

Line a sheet pan with wax paper and set aside.

Pop popcorn according to your preference. I used an air popper, but you may also do it on the stovetop, or substitute for microwave popcorn. Try to remove all unpopped kernels and spread the popcorn evenly on the sheet pan.

Combine, the butter, brown sugar, and corn syrup in a large saucepan over medium heat. Stir occasionally until butter is melted and mixture is smooth. Increase the heat to medium high and bring to a boil. Once boiling, reduce heat to low and simmer for 10 minutes, stirring constantly. The mixture should turn a darker color.

Remove from heat and add the sweetened condensed milk, salt, and vanilla extract. Stir until smooth. Pour over the popcorn and stir to evenly coat the popcorn.

The caramel popcorn is best served immediately, but it will also keep for several hours covered with plastic wrap sprayed with non-stick cooking spray.

*You may alternately use 3 bags (not snack size) of unflavored microwave popcorn.

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8 Responses to Jeanette’s Caramel Corn

  1. Alicia says:

    I was just thinking about this recipe yesterday. I've never had better caramel popcorn. I've been left alone with this too many times! haha. I'll probably be making this soon. I think it's great for Thanksgiving and Christmas too!

  2. Georgia (The Comfort of Cooking) says:

    Annalise, this is perfect timing! I bought a bag of popcorn kernels a few weeks ago, thinking I would find a creative recipe later, and I finally have! This looks wonderful, delicious and decadent. Thanks for sharing – I'll be trying it soon :)

  3. Jennifurla says:

    Delish, what a treat for a movie night

  4. Mindy says:

    I love caramel corn, thank you so much for sharing!!

  5. Beth says:

    That caramel corn looks wonderful. It would definitely be dangerous for me!

  6. Dale ~ Julie says:

    I was lucky enough to get some of this delicious treat – I decided the only true use for the popcorn is to get the caramel in your mouth. Taking too long, I just got a spoon and went direct to the source. Thanks for sharing this with us A … we – okay me – I loved it.

  7. jenny says:

    Oh nelly. Annalise, this looks SO GOOD. Im in troubleeee

  8. [...] sweet recipes, Cardamom Cupcakes with Masala Chai Frosting from alpineberry, Jeanette’s Caramel Corn from And Now for Something Completely Delicious, Snickerdoodle Cupcakes from Annie’s Eats, [...]

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