It’s soft and chewy, it’s ooey and gooey— it’s our family’s favorite caramel popcorn recipe.

Soft and Gooey Caramel Corn from

I hope y’all aren’t tired of caramel recipes, because that seems to be my main fall craving this year. Peanut butter caramel cupcakes and homemade caramel sauce apparently weren’t enough, because all week I’ve been craving this soft caramel popcorn.

What could I do? I gave in, of course.

Soft and Gooey Caramel Corn from

Soft and Gooey Caramel Corn from

This recipe has been on my site for several years, but I thought I’d take the opportunity to pull it out of the archives and dust it off. It comes courtesy of my aunt Peggy, who got the recipe from her sister-in-law Jeanette. Peggy makes it every year during our family reunion and it’s something everyone in the family looks forward to.

She was generous enough to share the recipe with me, and it’s just too good to be kept a secret. It’s a no-fuss recipe and is super easy to make. No need to make caramel from scratch, no need for a candy thermometer. So, no excuses.

Soft and Gooey Caramel Corn from

Soft and Gooey Caramel Corn from

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.

This recipe makes a very large batch, perfect for our large family (and yours!). If you’d like to make less, you can simply cut the recipe in half.

Soft and Gooey Caramel Corn from

Soft and Gooey Caramel Popcorn
The best soft and gooey caramel popcorn. This recipe makes a super big batch, perfect for a crowd! If desired, feel free cut this recipe in half.
Yield: 12 servings
  • 3 bags (36 cups, 190 grams) microwave popcorn, plain or lightly salted, kernels removed (see Note)
  • 1 cup (226 grams) unsalted butter
  • 2½ cups (533 grams) light or dark brown sugar
  • 1 cup (312 grams) light corn syrup
  • 1 14-oz can (415 ml) sweetened condensed milk
  • 1 teaspoon salt
  • 1 teaspoon vanilla extract
  1. Line a large sheet pan with wax paper and top with popped popcorn. Use two sheet pans if necessary.
  2. 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.
  3. 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.
  4. The caramel popcorn is best served immediately, but you can also store it in an airtight container for up to several days.
Note: You can also use 1 cup popcorn kernels, popped.

This post was originally posted November 2010. Photos have been updated, but no changes to the recipe have been made.

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17 Responses to Soft and Gooey Caramel Popcorn

  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, […]

  9. Flavia says:

    I can never be trusted around caramel corn. 🙂 It sounds perfect!

  10. Noreen says:

    If this recipe is anything like the soft and gooey caramel popcorn at AT&T Park in San Francisco, it is crazy
    delicious and ADDICTIVE, can’t stop eating it. I had this for the first time at a baseball game a couple of months ago and thought I would be in serious trouble if I ever had the recipe. Thank you…I think! GO GIANTS!

    • Annalise says:

      Well, I’ve never had the caramel corn from AT&T park, but I can say that this recipe is so incredibly addictive in the worst/best way. Definitely make sure you have friends around to help you eat it! I cannot be held responsible for the amount of caramel corn you’re sure to devour. 😉 Enjoy!

  11. Nutmeg Nanny says:

    This looks perfect for midnight snacking! Yum!

  12. Lois says:

    The flavor of the caramel was amazing, but it came out very liquidy. Do you know why that might be or what I could do to thicken it up? Thanks so much!

  13. Joy Peterson says:

    Love this recipe! It has also been in my family for a couple of generations, but I lost my copy and didn’t want to forget any of the ingredients. So I searched the internet and low and behold….here it is! Thank you.

  14. Oge says:

    I love this! Thanks for sharing
    Another meal to my time table

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