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 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.
This is the best recipe for soft, chewy caramel corn and I use this one whenever I choose to make it.
We love this recipe super easy and fast my grandkids are in heaven!
This is the best.
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.
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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 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.
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.
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.
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!)
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. 🙂
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.
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.
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!!
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.