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+ servings

Soft and Chewy Caramel Popcorn

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


Sodium: 135mg, Calcium: 71mg, Vitamin C: 1mg, Vitamin A: 281IU, Sugar: 42g, Fiber: 1g, Potassium: 113mg, Cholesterol: 26mg, Calories: 274kcal, Trans Fat: 1g, Monounsaturated Fat: 2g, Polyunsaturated Fat: 1g, Saturated Fat: 6g, Fat: 9g, Protein: 2g, Carbohydrates: 47g, 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.