This is our family’s favorite soft caramel corn 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 caramel popcorn 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! I cannot get enough of this stuff.

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 super easy to make. No need to make caramel from scratch, and no need for a candy thermometer. So, no excuses!

All the ingredients you'll need for soft and gooey caramel popcorn

Caramel Corn Ingredients

Here’s what you’ll need to gather to make this soft caramel popcorn:

  • 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, and here are the 3 easiest 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 unseasoned or lightly seasoned 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.

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. You will need to stir it constantly once it comes to a boil to keep the bottom from scorching. But it will be worth it!
  2. Combine popcorn and caramel— You can do this a few ways, in an XL bowl or on sheet pans lined with wax 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 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.

Perfect for a Crowd

This recipe makes a 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.

Drizzling popcorn with gooey caramel sauce

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:

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

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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.
Soft and Gooey Caramel Corn from
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5 from 3 votes


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


  • 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 over the popcorn and stir to evenly coat the popcorn.
  • The caramel popcorn is best served immediately, but you can also store it in an airtight container for up to several days.
  • You can pop popcorn per your preference (see post above for suggestions). You'll need 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.


Sodium: 180mg, Calcium: 93mg, Vitamin C: 1mg, Vitamin A: 374IU, Sugar: 56g, Fiber: 1g, Potassium: 150mg, Cholesterol: 35mg, Calories: 366kcal, Saturated Fat: 8g, Fat: 13g, Protein: 3g, Carbohydrates: 63g, Iron: 1mg
Have you tried this recipe?I’d love to hear about it! Leave a review below or take a photo and tag it on Instagram @completelydelicious with #completelydelicious.

This recipe was originally posted November 2010.