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+ servings

Soft and Gooey Caramel Popcorn

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.
Soft and Gooey Caramel Corn from completelydelicious.com
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5 from 2 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 over the popcorn and stir to evenly coat the popcorn.
  • 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: 180mg, Calcium: 93mg, Vitamin C: 1mg, Vitamin A: 374IU, Sugar: 56g, Fiber: 1g, Potassium: 150mg, Cholesterol: 35mg, Calories: 366kcal, Saturated Fat: 8g, Fat: 13g, Protein: 3g, Carbohydrates: 63g, Iron: 1mg
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