This is our family’s favorite soft caramel popcorn recipe. It’s chewy and gooey, and completely irresistible! Plus, this stove-top recipe takes less than 20 minutes!

This is our family's favorite soft caramel corn recipe. It's chewy and gooey, and completely irresistible!

This soft and chewy caramel corn recipe 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. Especially me!

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

Enjoy this caramel popcorn as a treat for the holidays, movie night, family gatherings, or any time the craving hits. This recipe makes a super big batch, but can be cut in half easily if needed.

Why you’ll love this recipe

This is a soft and sticky caramel popcorn. It’s ooey and gooey, and finger-licking good!

If you’re looking for a crunchy caramel corn recipe, this isn’t it. But I promise you’ll love the buttery caramel flavor and soft and chewy texture as much as I do!

Caramel corn ingredients

Here’s what you’ll need to gather to make this soft caramel popcorn (full recipe at the bottom of this article):

  • Popped popcorn
  • Butter
  • Light corn syrup
  • Light or dark brown sugar
  • Sweetened condensed milk
  • Vanilla extract
  • Salt

How to pop popcorn for this recipe

There are a few ways to pop the popcorn for this caramel corn. There is no single right way to do it, so feel free to use your favorite method.

Here are 3 easy options:

  1. Stovetop Popcorn Maker— I’ve fallen in love with my Whirley-Pop and I’m never going back. This is my favorite way to make popcorn! It’s easy to use, easy to clean, and it’s done popping in 3 minutes.
  2. Air Popper— This is a great option too!
  3. Microwave Bags— There’s absolutely nothing wrong with using microwave popcorn for the caramel corn. It’s how I did it for years. Just be sure to use plain or lightly salted popcorn. You’ll need 3 regular sized popped bags for this recipe.

Don’t forget! All unpopped kernels should be removed before combining the popcorn with the caramel sauce. No one wants to break a tooth. (Here’s an easy way to do it!)

Caramel sauce for soft and chewy caramel popcorn

How to Make Soft Caramel Corn

Once the popcorn is popped and ready, there are only 3 more steps!

  1. Make the easy caramel sauce— this shortcut caramel cooks on the stove in less than 15 minutes. Combine butter, brown sugar and light corn syrup in a large pot over medium heat. Once it boils, stir it constantly for 10 minutes. Once 10 minutes are up, remove from heat and stir in sweetened condensed milk, vanilla, and salt.
  2. Combine popcorn and caramel mixture— You can do this a few ways, in an XL bowl or on cookie sheet pans lined with wax or parchment paper. Have popcorn ready in your bowl or pan, then generously drizzle it with the caramel sauce (Recruit a helper if you need to!), and stir until popcorn is coated with caramel.
  3. Spread caramel corn out on wax or parchment paper— If you mixed the popcorn in a large bowl, dump it out onto wax paper to let it cool for a few minutes.

And now the final step… Enjoy! And I know you will.

pouring caramel sauce over popped popcorn

Perfect for a crowd

This recipe makes a very BIG batch, so it’s perfect for large parties and big gatherings. Don’t need that much caramel corn? You can easily cut this recipe in half.

How to store soft caramel corn

Caramel corn should be stored in an airtight container like a large tupperware or ziplock bag. It will keep for up to a week or more, though I doubt it will last that long!

Other irresistible caramel recipes

Do you love caramel as much as I do? Here are a few other recipes from the archives that you’ll love:

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This is our family's favorite soft caramel corn recipe. It's chewy and gooey, and completely irresistible!
5 from 5 reviews

Soft and Chewy Caramel Popcorn

Servings: 24 servings
Prep Time: 10 minutes
Cook Time: 10 minutes
Total Time: 20 minutes
This is 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.


  • 1 cup (192 grams) popcorn kernels (see Notes)
  • 1 cup (226 grams) unsalted butter
  • 2 ½ cups (533 grams) light or dark brown sugar
  • 1 cup (312 grams) light corn syrup
  • 14 oz (396 grams) can sweetened condensed milk
  • 1 teaspoon salt
  • 1 teaspoon vanilla extract


  • You can pop popcorn per your preference (see recipe article for suggestions). I prefer to use a stovetop popper.
  • Line 2-3 large sheet pans with wax paper and top with popped popcorn.
  • 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 caramel sauce over the popcorn and stir to evenly coat the popcorn (recruit a helper if needed!).
  • The caramel popcorn is best served immediately, but you can also store it in an airtight container for up to several days.



  • You'll need approximately 8 quarts of popped popcorn (32 cups). If using microwave popcorn, you'll need 3 regular-size popped bags.
  • If using microwave popcorn, make sure it is plain or lightly salted.
  • Make sure to remove all unpopped kernels from popcorn before combining with caramel.
  • You can also use an XL bowl to combine caramel popcorn.
Calories: 274kcal, Carbohydrates: 47g, Protein: 2g, Fat: 9g, Saturated Fat: 6g, Polyunsaturated Fat: 1g, Monounsaturated Fat: 2g, Trans Fat: 1g, Cholesterol: 26mg, Sodium: 135mg, Potassium: 113mg, Fiber: 1g, Sugar: 42g, Vitamin A: 281IU, Vitamin C: 1mg, Calcium: 71mg, Iron: 1mg
Cuisine: American
Course: Dessert
Author: Annalise Sandberg
Have you tried this recipe?I’d love to hear about it! Leave a rating and review below, or take a photo and tag it on Instagram @completelydelicious with #completelydelicious.

This recipe was originally posted November 2010.