Soft Caramel Popcorn
This soft caramel popcorn is buttery, gooey, chewy, and completely irresistible. It’s a beloved family-favorite recipe! Unlike classic caramel corn that’s baked until crisp, this easy stovetop version stays soft and sticky. There’s no baking or candy thermometer required, and it’s ready in about 20 minutes.
Recipe overview: Soft Caramel Popcorn
- Soft and chewy, not crunchy. This caramel popcorn stays gooey and sticky instead of baking into a crisp caramel shell.
- Ready in 20 minutes. Everything is made on the stovetop, no baking required.
- No candy thermometer needed. Cook the caramel for 10 minutes, then combine with popcorn.
- Made for sharing. One batch makes about 32 cups, so it’s ideal for parties and holiday gatherings. Cut it in half for a smaller batch.
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This recipe comes from my aunt Peggy, who got it from her sister-in-law Jeanette. Peggy makes a huge batch for our family reunion every year, and it’s a treat everyone looks forward too. She’s been so kind to share the recipe with me so that I can share it with you!
The recipe makes enough for a crowd, but it’s easy to cut in half for movie night, holiday parties, or whenever a caramel popcorn craving hits. You can also try my chocolate caramel corn, homemade caramel apples, or salted caramel Rice Krispie treats.
“This has been my go-to caramel popcorn recipe for years!! When I have company over they ask for it every. single. time. Love it!!!⭐⭐⭐⭐⭐” —from reader Carla
What makes this caramel popcorn soft?
Traditional caramel corn is usually coated with caramel and then baked until the coating sets and becomes crisp. This version isn’t baked. Instead, sweetened condensed milk is stirred into the caramel before it’s poured over the popcorn, creating a softer, stickier coating that stays chewy. It’s ooey and gooey, and so irresistible!
Ingredients you’ll need
- Popped popcorn: Plain or lightly salted popcorn works best. Avoid heavily buttered microwave popcorn.
- Brown sugar: Either light or dark works. Dark brown sugar is what I prefer, and will give the caramel a deeper molasses flavor.
- Light corn syrup: It helps keep the caramel smooth rather than grainy/crystallized.
- Sweetened condensed milk: It helps create the rich, soft and chewy coating for this caramel popcorn.
How to make soft caramel popcorn, step by step
Want to learn more about caramel technique? See my step-by-step guide to making homemade caramel.
Annalise’s expert tips
- How to pop popcorn for caramel popcorn: Use a stovetop popcorn popper, air popper, or use microwave bags of popcorn.
- Remove all un-popped kernels before combining the popcorn with the caramel sauce. No one wants to break a tooth! See how to easily remove popcorn kernels with a cooling rack.
- Give yourself plenty of space. Because this makes a big batch, you’ll need to use a very large bowl or two sheet pans to toss the caramel with the popcorn. I always use a few sheet pans, but Aunt Peggy does it right on her counter covered with wax paper and serves it from there.
- Cut this recipe in half if you want to. If you’re not making this for a large group, you can change the scale of the recipe below to make a half-batch. Or you can enjoy leftovers!
Soft caramel popcorn FAQs
Yes, but I recommend plain or lightly salted microwave popcorn. You’ll need 3 regular-sized bags for this recipe.
It’ll keep in an airtight container at room temperature for up to 3-5 days. It stays soft during storage, but tastes the most fresh the day you make it.
Yes! This recipe doesn’t use a candy thermometer. Since it doesn’t require cooking to a specific temperature to set up, it’s a very easy, fool-proof recipe.
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.
Soft Caramel Popcorn
Ingredients
- 1 cup (192 grams) un-popped popcorn kernels (see Notes section)
- 1 cup (226 grams) 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
Instructions
- Pop popcorn per your preference, using a stovetop popper, air popper or microwave popcorn. Remove all un-popped kernels. 1 cup (192 grams) un-popped popcorn kernels
- Line 2 sheet pans with wax paper or parchment paper and spread popcorn evenly into the pans and set aside. (If you have a very large bowl to mix the caramel popcorn together, you can add the popcorn to that bowl instead.)
- In a large saucepan over medium heat, combine the butter, brown sugar, and corn syrup. Stir occasionally until butter is melted and mixture is smooth. 1 cup (226 grams) butter, 2 ½ cups (533 grams) light or dark brown sugar, 1 cup (312 grams) light corn syrup
- Increase the heat to medium-high and bring to a boil. Once it comes to a boil, reduce heat to medium/medium-low and simmer for 10 minutes, stirring constantly (Adjust the heat as needed to keep it simmering, but we don't want it to burn). During that 10 minutes the caramel will thicken slightly and turn a little darker in color.
- Remove caramel from the heat and add the sweetened condensed milk, salt, and vanilla extract. Stir until smooth. 14 oz (396 grams) can sweetened condensed milk, 1 teaspoon salt, 1 teaspoon vanilla extract
- Pour caramel sauce evenly over the popcorn as much as you can, then use a spatula or spoon to stir the popcorn so everything is evenly coated. Recruit a helper if you want, it's a lot of caramel popcorn to work with!
- Let the caramel popcorn cool for a few minutes so it's not too hot to handle. You can serve it straight from the sheet pans or mixing bowl, or transfer to a serving platter or tray (transfer while it's still warm).
- The caramel popcorn tastes the most fresh when served within a few hours of assembly.
Video
Notes
- Choosing popcorn for this recipe: 1 cup of un-popped kernels yields 28-32 cups of popped popcorn. If you want to use microwave popcorn, you’ll need 3 regular-size popped bags (use plain or lightly-salted popcorn, avoid heavily buttered microwave popcorn).
- Remove un-popped kernels from popcorn before making caramel corn: You don’t want anyone biting down on a hard kernel. You can pick them out by hand, or you can use a wire rack placed over a bowl to hold the popcorn in place while you flip the bowl upside down. Give it a shake so the kernels fall through.
- Storage instructions: If you have leftovers or want to make ahead, store in an airtight container at room temperature for 3-5 days. It will stay soft, but looses a little freshness over time.
This recipe was originally posted November 2010.
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.
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.
I love this! Thanks for sharing
yummy!..
Another meal to my time table
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!
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!
This looks perfect for midnight snacking! Yum!
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!
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! 🙂
Oh nelly. Annalise, this looks SO GOOD. Im in troubleeee
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.
That caramel corn looks wonderful. It would definitely be dangerous for me!
I love caramel corn, thank you so much for sharing!!
Delish, what a treat for a movie night
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 🙂
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!