Soft Caramel Popcorn
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 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
- Light corn syrup
- Light or dark brown sugar
- Sweetened condensed milk
- Vanilla extract
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:
- 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.
- Air Popper— This is a great option too!
- 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!)
How to Make Soft Caramel Corn
Once the popcorn is popped and ready, there are only 3 more steps!
- 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.
- 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.
- 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.
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:
- Caramel Stuffed Chocolate Chip Cookies
- Caramel Apple Upside-Down Cake
- Creamy Caramel Pie with Gingersnap Crust
- Caramel Bundt Cake
Shop Tools for this recipe
Soft and Chewy Caramel Popcorn
- 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 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 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.
This recipe was originally posted November 2010.
40 Comments on “Soft Caramel Popcorn”
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!
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 🙂
Delish, what a treat for a movie night
I love caramel corn, thank you so much for sharing!!
That caramel corn looks wonderful. It would definitely be dangerous for me!
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.
Oh nelly. Annalise, this looks SO GOOD. Im in troubleeee
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I can never be trusted around caramel corn. 🙂 It sounds perfect!
ME NEITHER! And now I remember why I never make it, because I eat it all! 🙂
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!
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!
This looks perfect for midnight snacking! Yum!
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!
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.
Hooray, so glad I could help!
I love this! Thanks for sharing
Another meal to my time table
I see sweetened condensed milk in the directions but not the ingredient list. Is it necessary to use in this recipe?
Hi Alyssa! I was just doing some maintenance on this recipe formatting and must have deleted that line by accident. Thank you for bringing it to my attention! Yes, there should be 1 14-oz can of sweetened condensed milk. I’ve fixed it now.
This is delicious! Thank you. So easy and quick… love that I didn’t have to worry about having a candy thermometer. It’s soft and gooey but not too sticky when it dries.
can i use margarine instead of butter ? This looks soooo yummy : ) I want to make it for Christ-mas
I wouldn’t. It would detract from the flavor.
WOW!! I have made this now over and over! Always turns out! I did start to add a extra bag of popcorn just to make more and it. I like it with more popcorn but obviously it’s the Carmel that makes it so good! Thanks for this recipe. I think next year it will be what I had out as gifts for Christmas!!
10 minutes seems to be a long cooking time. Does it still stay gooey after a little while?
Still plenty of gooeyness after 10 minutes! If you don’t cook it long enough it will just be a loose caramel sauce, but this sauce is thick and sticks to the popcorn.
Can I use both light and dark brown sugar? I don’t have enough of both for the recipe?
Sure! Both will work interchangeably in any recipe, it’s just a slight difference in flavor and I always opt for dark brown sugar when given the option.
Can you use salted butter instead of unsalted butter?
Sure! You may want to adjust the amount of salt you add then, or not per your preference. 🙂
This wonderful recipe was on the back of the Eagle Brand Sweetened Condensed Milk, in the ’60’s, when I first found it. We loved it so much, and made it so often, I never wrote it down. Through the years, I figured I could make it with my eyes closed! But, all of a sudden, kids are gone, you’re alone, and you don’t cook the same way. It’s been 15 years since I’ve made this! I wanted too! But, when you’re in your seventies, you have a tendency to forget all your favorite recipes you’ve committed to memory! I’m so glad you posted this! Thank you! I can hardly wait! (I need to check my nut supply…I love to add cashews or pecans to mine!)
I made this recipe and it is very good. I almost think instead of 3 bags of popcorn 4 would be also good. Still the best I’ve ever made. I wanted to try to use the Carmel de leche. Not sure if it would be good or not.
Loved this! Some notes, though:
-1 cup of unpopped (aka ‘pop it yourself’) popcorn is not enough. I used 1 1/3 c. unpopped kernels and it was still heavy on the caramel side. Next time I’ll use 1 1/2 c.
-10 minutes of simmering wasn’t enough–the caramel was pretty much liquid and didn’t really set up as it cooled like I hoped. This made everything a bit messier (especially since, as noted above, there wasn’t quite enough popcorn). I’m going to try simmering for 1-2 minutes more next time.
-I am terminally clumsy, so the very idea of mixing on 2 sheet pans was a big no-go. I mixed it up in a huge roasting pan which worked much better (bonus that it was non-stick)!
-At the last minute I thought, ‘ooo, I bet this would go well with a touch of cinnamon in it’ so I shook about 3/4 tsp of a cinnamon blend (with a touch of cloves and nutmeg and stuff in it) and it is really good! That much is just barely detectable and nice.
Absolutely awesome sauce! All I had on hand was salted butter but I decided to gamble and not adjust the amount of added salt. Basically, it became Salted Caramel Sauce. There is no way I will be limiting this to a popcorn topper. I see drizzling this on ice cream, fancy schmancy coffee house concoctions, over brownies and as a dip. Thanks for the recipe but gtg because a spoonful of caramel is calling me.
Have a question.
Could you roll this into balls then wrap in plastic wrap individually and refrigerate? And take out what you want and just let it warm up before consuming? Or would it be yucky?
Hmm, not sure! I would imagine the popcorn would get soggy over time.
Absolutely delicious and successful! I live at 5,000 feet—baking, cakes especially, has been a real challenge. I was hoping for a recipe that would work without too many do-overs. Cooked the caramel to 238 degrees and it’s chewy, holds its shape and tastes wonderful. Thanks for the high altitude notes.
This is the best.
We love this recipe super easy and fast my grandkids are in heaven!
This is the best recipe for soft, chewy caramel corn and I use this one whenever I choose to make it.
This recipe was so delish that I can’t keep my husband out of it. I made it exactly as the recipe instructed. But after make it I think I will make more and add some pecans or honey roasted peanuts, and another idea I wanted to try is to pour some melted milk chocolate over it once it cooled. This recipe is definitely a keeper.