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.
Summarize & save this content on:
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 has been my go-to caramel popcorn recipe for years!! When I have company over they ask for it every. single. time.
Love it!!!
Yes! Welcome to our caramel popcorn club, Carla! We love it when we have company over too.
Easy and perfect, so glad I finally made it!
Yay! Thanks for the feedback Clarissa! 🙂
This is the only caramel popcorn I make now. Everytime I make it, everyone asks for the recipe. I even save a little bit to make caramel chocolate pretzels with. Best caramel sauce ever!!
Love the idea of making caramel chocolate pretzels with the sauce. YUM! Thanks so much for the kind feedback April. 🙂
Is it possible to substitute part dark corn syrup for the light corn syrup? Would this affect any change other than in the color?
I am not familiar with using dark corn syrup in this or other recipes, so I can’t offer any feedback on it if will work or not.
This dish is so delicious, easy to make. I did it
If you love this snack then try it with the flavor of Caramel it will awaken your appetite.