This post may contain affiliate links. Please read our disclosure policy.

Caramel Popcorn is ooey gooey, so soft and so buttery, it is completely irresistible! No baking required!

caramel popcorn in a large bowl
Homemade Caramelized Popcorn

Sunday nights in my family were always popcorn nights! My parents would make a HUGE batch of popcorn and we would watch “The Wonderful World of Disney.” But every now and then, on really special nights, my mom would make caramel corn! Perfectly soft, sticky, ooey gooey caramel popcorn, and it was the absolute best! 

This recipe makes a MASSIVE batch of caramel corn. So I love to make it for parties or  potlucks. This recipe can be halved if you want, however there is absolutely no shame in whipping up a big batch just for your family. Because I have a feeling that once you try this super easy caramel popcorn it will become your family favorite too! 

individual bowls of caramel corn

Caramel Popcorn ingredients

  • Popcorn- The recipe calls for 1 cup of unpopped kernels, that should make about 32 cups of popped popcorn. I like to air pop my popcorn, but you could cook it on the stovetop or use the unbuttered, unsalted microwave stuff too. 
  • Butter
  • Brown Sugar- Using light brown sugar will give you that classic caramel flavor, however if you prefer a darker flavor you can use dark brown sugar instead. 
  • Corn Syrup
  • Sweetened Condensed Milk
  • Vanilla

How To Make Super Soft Caramel Corn

You want to start by popping your popcorn and having it ready to go. Once your caramel is cooked you want to pour it right on your popcorn, so it is important to pop your popcorn very first. I use an air popper to pop my popcorn kernels, this is the Air Popper I have.  I like to pour my popcorn over a a cookie sheet that has a cookie cooling rack on top too separate the un-popped kernels from the popped ones. 

popcorn kernels on a cookie sheet after separating them out from the popped kernels

In a sauce pan, bring the butter, brown sugar and corn syrup to a boil. Let it boil for 2 minutes. You don’t want to let it boil any longer because boiling it for too long will cause the caramel to harden. And we are going for nice, soft caramel corn here. 

After boiling the caramel for 2 minutes, remove the pan from the heat and stir in the sweetened condensed milk and the vanilla. 

Pour over the popcorn and stir. Like I said earlier, this makes a HUGE batch of popcorn. So if you don’t have a big enough bowl it can be separated into smaller bowls and mixed in batches. 

When the popcorn is evenly coated, pour the caramel corn out onto parchment lined cookie sheets to cool. 

Caramel Popcorn FAQs

Can I Use This Recipe For Salted Caramel Corn?

This recipe would make absolutely delicious salted caramel corn. Just add salt to the butter, sugar corn syrup  mixture before it cooks. I don’t like my salted caramel too salty, so start with a half teaspoon and adjust from there.
There you have it. Caramel popcorn SO GOOD it will feel like a special occasion, but so easy you can make it on a Sunday night!

Do I have to have an Air Popper to make this Easy Caramel Popcorn?

Nope, you sure don’t! If using microwave popcorn, just make sure to use one that is unsalted! The butter will make the caramel not stick to the popcorn. 

Why is my caramel popcorn chewy?

This particular recipe has been developed to stay soft and chewy. If you prefer a harder, crunchier caramel popcorn, you will want to find a different recipe.

Why did my caramel popcorn go sugary?

If your caramel popcorn has a sugary texture, it could be due to crystallization of the sugar. Crystallization occurs when sugar molecules form large crystals instead of remaining smooth and liquid. To prevent this, make sure to dissolve the sugar completely in the caramel mixture before adding the popcorn. Avoid stirring the caramel mixture once it starts boiling, as this can introduce sugar crystals and lead to a sugary texture.

Why is my candied popcorn not crunchy?

Candied popcorn is different than caramel popcorn. If your candied popcorn is not achieving the desired level of crunchiness, it could be due to insufficient baking or improper cooling. To ensure a crispy texture, bake the coated popcorn in the oven at a low temperature for an adequate amount of time, stirring occasionally. Additionally, allow the popcorn to cool completely before storing it, as this helps the candy coating to harden and retain its crunchiness.

pin image for caramel corn

If you loved what you saw here, get more of it on FacebookInstagram & Pinterest! I’d love to connect! Sign up for my weekly newsletter below to never miss a new recipe again!

Want to save this recipe?
Just enter your email and get it sent to your inbox! Plus you’ll get new recipes from us every week!
Please enable JavaScript in your browser to complete this form.
5 from 5 votes

Caramel Popcorn

Caramel Popcorn is ooey gooey, so soft and so buttery, it is completely irresistible! No baking required!
Prep Time: 20 minutes
Servings: 16 servings


  • 1 cup (240g) popcorn kernels, popped (approx 32 cups of popcorn)
  • 1/2 cup (111g) salted butter
  • 2 cups (492g) brown sugar
  • 1 cup (327ml) corn syrup
  • 1 can (193ml) sweetened condesned milk
  • 1 tsp vanilla


  • Pop your popcorn and seperate into two large bowls. Set aside.
  • In a sauce pan, bring the butter, brown sugar and corn syrup to a boil. Boil for 2 minutes.
  • Remove from heat, stir in the sweetened condensed milk and vanilla.
  • Pour over popped popcorn, and stir to evenly coat.
  • Pour popcorn out onto parchment lined cookie sheets and allow the caramel popcorn to cool.


Calories: 334kcal | Carbohydrates: 64g | Protein: 3g | Fat: 8g | Saturated Fat: 5g | Cholesterol: 24mg | Sodium: 104mg | Potassium: 156mg | Fiber: 1g | Sugar: 57g | Vitamin A: 243IU | Vitamin C: 1mg | Calcium: 98mg | Iron: 1mg
Like this recipe? Rate and comment below!

About Karli Bitner

This blog is a little glimpse into my kitchen, family & life. I hope you’ll giggle the days away with me and enjoy the craziness that goes on at my house. If you are Cookie obsessed like I am, check out my Sister Site, Cookies for Days.

You May Also Like:

Leave a comment

Your email address will not be published. Required fields are marked *

Recipe Rating

1 Comment