This Homemade Caramel Popcorn is sweet, salty, buttery, blows away any store-bought caramel corn, and is so simple to make. It’s made with freshly air-popped popcorn with a simple caramel made with sweetened condensed milk, brown sugar, sugar, butter, and Karo syrup.
From start to finish, this recipe only takes about 30 minutes to make. Let it cool at room temperature and get ready to enjoy the most buttery sweet caramel corn you have ever tried.

Easy Homemade Caramel Popcorn
If you have always avoided making caramel popcorn out of fear of the word “caramel,” this recipe is for you. This homemade caramel popcorn will absolutely knock your socks off. Not only does it rival your favorite gourmet popcorn company but it is also ridiculously easy to make. It’s the ultimate snack to bring to parties or make at home for your next movie night.
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I especially love making this and giving it away as gifts around the holidays. It’s a great alternative to cookies and candy, and is easy to make a large batch. You can use microwave popcorn or pop your own kernels, just stay away from the pre-popped stuff. It will never taste as good as freshly popped corn.
If you’re looking for more popcorn recipes, be sure to try our Firecracker Popcorn, Coconut Caramel Popcorn, Peanut Butter Popcorn, Fall Party Mix, and Marshmallow Popcorn Recipes.

How to Make Popcorn Without a Popcorn Popper
Don’t have a popcorn popper but still want to pop your own kernels? No problem! You can make it either on the stovetop or even in the microwave. Here’s how:
- Stovetop: heat a couple tablespoons of olive or avocado oil in a large saucepan over medium high heat, then add about 1/3 – 1/2 cup of kernels. Cover the pan, and reduce the heat. As soon as you hear popping, start to shake the pot gently back and forth until the sounds of kernels popping slows to be a couple seconds between each. Remove from the heat and carefully transfer popcorn to a bowl.
- Microwave: dump about ¼ cup of kernels into a small brown bag and microwave on high for 1-2 minutes until the sound of kernels popping slows to a couple seconds between pops.
Key Ingredients You Will Need
- Butter – you can use salted or unsalted butter – it’s up to you.
- Sugar – regular white granulated sugar.
- Brown Sugar – we use light brown sugar for this recipe.
- Karo Syrup – light corn syrup (like Karo) keeps the caramel smooth and keeps it from crystallizing.
- Sweetened Condensed Milk – any brand will work.
- Vanilla Extract – pure vanilla extract tastes best.
- Popcorn – use either microwave popcorn or kernels for popping.
How to Make Caramel Popcorn
- Pop kernels. Pop popcorn, then split between 2 large bowls and set aside.
- Make caramel sauce. In a large nonstick saucepan over medium heat, melt butter, then add the sugar, brown sugar, Karo syrup, sweetened condensed milk and salt. Bring to a boil while stirring. Using a candy thermometer, cook until it reaches 235-240 degrees F, then remove from heat and stir in the vanilla extract.
- Add caramel sauce to popcorn. Pour half of your caramel sauce over the popped corn in one of the bowls and stir with a silicone spatula or wooden spoon until all of the popcorn is evenly covered in caramel. Pour the rest of the caramel sauce over the popcorn in the second bowl and stir to coat the popcorn evenly. (Note: if your popcorn is too sticky, pop a bit more and mix it in)
- Cool on baking sheets. Spread the caramel corn onto two lightly greased or parchment paper lined baking sheets and let it cool for at least 20 minutes to allow the caramel to set.
- Serve. Serve in individual cups or large bowls, then transfer the rest into an airtight container to store. Enjoy!
Caramel Popcorn Variations
This soft caramel popcorn is delicious on its own, but here are a few fun ways to change it up:
- Crunchy oven-baked caramel corn. Prefer it crisp? Spread the coated popcorn on parchment-lined baking sheets and bake at 250°F for 45 minutes, stirring every 15 minutes, then let it cool completely.
- Salted caramel. Sprinkle the warm caramel popcorn with flaky sea salt before it sets.
- Chocolate drizzle. Drizzle the cooled popcorn with melted milk, dark, or white chocolate.
- Caramel nut corn. Stir in 1 to 2 cups of roasted peanuts, pecans, or almonds with the popcorn. Love that combo? Try my Cracker Jacks.
- Holiday mix. Toss the cooled popcorn with red and green M&Ms or holiday sprinkles for gifting.
- Coconut caramel. Add toasted coconut, or try my Coconut Caramel Popcorn.
- Caramel popcorn balls. Let the coated popcorn cool just until you can handle it, then shape it into balls with buttered hands.
- Fall spice. Stir ½ teaspoon of cinnamon or pumpkin pie spice into the caramel along with the vanilla.

Frequently Asked Questions
This recipe makes soft and chewy caramel popcorn, thanks to the sweetened condensed milk. It sets up so it’s not messy, but it stays tender and chewy. If you prefer crunchy caramel corn, bake the coated popcorn at 250°F for 45 minutes, stirring every 15 minutes.
About ½ cup of unpopped kernels makes 10 to 12 cups of popped popcorn. Two standard bags of microwave popcorn will also work.
Cook the caramel to 235–240°F on a candy thermometer. If it doesn’t get hot enough, it won’t set. If it still feels too gooey, stir in a few more cups of popped popcorn to spread out the caramel.
Corn syrup helps keep the caramel smooth and keeps it from turning grainy, so I don’t recommend leaving it out. In a pinch, you can use the same amount of golden syrup or honey, but the flavor and texture will be a little different.
Yes! Use plain or lightly salted microwave popcorn, and remove any unpopped kernels before adding the caramel. Skip the pre-popped bagged popcorn, since it’s often stale and won’t taste as good.
Spread the popped popcorn on a baking sheet and gently shake it. The heavy unpopped kernels will settle to the bottom, so you can scoop the popcorn off the top.
Store it in an airtight container at room temperature for up to 1 week.
Yes! Freeze it in a freezer bag with the air pressed out for up to 2 months. Let it come to room temperature before opening the bag, so condensation doesn’t make it sticky.
It’s one of my favorites! Package it in cellophane bags or decorative tins tied with ribbon. It’s a fun change from cookies and candy, and it’s easy to make a big batch.

Soft and Chewy Caramel Popcorn
Ingredients
- 14 cups air-popped popcorn, (about 1/2 cup kernels)
- 1 cup butter
- 1 cup sugar
- 1 cup light brown sugar
- 1 cup karo syrup
- 1 14-ounce can sweetened condensed milk
- 1/4 teaspoon salt
- 2 teaspoons vanilla extract
Instructions
- Pop popcorn, then split between 2 large bowls and set aside.
- In a large nonstick saucepan over medium heat, melt butter, then add the sugar, brown sugar, karo syrup, sweetened condensed milk, and salt.
- Bring to a boil while stirring. Using a candy thermometer, cook until it reaches 235-240 degrees F, then remove from heat and stir in the vanilla extract.
- Pour half of your caramel sauce over the popped corn in one of the bowls and stir with a silicone spatula or wooden spoon until all of the popcorn is evenly covered in caramel. Pour the rest of the caramel sauce over the popcorn in the second bowl and stir to coat the popcorn evenly. If your popcorn is too sticky, pop a bit more and mix in up to 2 cups more popcorn.
- Spread the caramel corn onto two lightly greased or parchment paper lined baking sheets and let it cool for at least 20 minutes to allow the caramel to set.
- Serve in individual cups or large bowls, then transfer the rest into an airtight container to store. Enjoy!
Notes
Nutrition
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Here are more of our favorite caramel recipes!
- Caramel Apple Cream Cheese Dip
- Easy Homemade Caramel
- Caramel Apple Pie
- Caramel Apple Nachos
- Gourmet Caramel Apples
- Caramel Peanut Butter Cookie Bars
- Snowman Caramel Apples
- Best Caramel Apple Crisp
- Chocolate Caramel Pretzel Rods
- Caramel Pecan Monkey Bread
- Caramel Apple Crisp with Crunchy Oats
- More Dessert Recipes
More Popcorn Recipes
- Peanut Butter Popcorn
- Cracker Jack Popcorn
- White Chocolate Peppermint Popcorn
- Marshmallow Popcorn Recipe
- Coconut Caramel Popcorn
- Oreo Popcorn
This Homemade Caramel Popcorn will not only rival any gourmet popcorn company – it’s also ridiculously easy to make. Serve at your next party, movie night, or as gifts during the holidays.
Categories:
Christmas, Desserts, Fall Recipes, Flavored Popcorn, Gluten-Free, Nut-Free, Spring Recipes, Summer Recipes, Vegetarian, Winter Recipes,








Do the Carmel corn be sticky or do it set . I have made some and put it in the oven on low heat to set it.
This caramel corn isn’t super sticky but it is chewy.
Oooh yum, this is the perfect caramel popcorn!