This homemade caramel popcorn recipe is a classic, no-bake style caramel corn that turns out perfectly buttery and sticky in less than 20 minutes. You’ll make a quick, stovetop caramel with brown sugar, sweetened condensed milk, Karo syrup and butter, then pour it over freshly popped plain popcorn.
We’ve made this popcorn for decades. It is one our mom is very well known for where we grew up because it’s the giant batch she would make and deliver to neighbors. While you can shape it into popcorn balls once it’s cool enough to handle, we love this recipe because it stays soft and the sweet, sticky caramel coats every popcorn piece evenly.
Why we love it: soft and gooey (not crunchy), no-bake, no thermometer required (we just use the soft-ball stage cold-water test) and makes an extra large batch so it’s perfect for gifting to neighbors or serving at a party.
What is caramel popcorn:
Caramel popcorn (sometimes called caramel corn) is plain popcorn coated in a cooked caramel soft. There are two general caramel popcorn textures, soft or chewy and baked or crunchy. This version is the soft, chewy homemade texture, not the baked, crunchy texture you’d find in a popcorn tin at Christmas.
How do you like your caramel popcorn:
Crunchy or Chewy?As we mentioned earlier, this recipe is meant to be extremely soft and pliable, with a gooey caramel that doesn’t harden as the caramel cools. If you’re looking for a crunchy baked caramel corn, you’ll want to find a recipe that uses an oven to harden and set the caramel.
Ingredients needed for this Gooey Homemade Caramel Popcorn:
- Brown sugar: we use light brown sugar for this recipe, and yes, you do need a whole pound (it’s a really big batch!). It makes a lighter, less dense caramel than dark brown sugar.
- Sweetened condensed milk: the secret to making a rich, creamy caramel with a really smooth texture.
- Corn syrup (or Karo syrup): we use a light corn syrup in this recipe because of its mild flavor with just a hint of vanilla. Karo syrup is the name brand we prefer, but store brand light corn syrup will work, too.
- Butter: don’t skip this, as the fat content from the butter is necessary for keeping the caramel gooey and glossy and not drying out.
- Popcorn: Any plain, popped popcorn will work for this recipe, although we prefer to pop our own and use a fresh batch. We generally use around 1 cup of popcorn kernels (which is about 32 cups popped). You can use air-popped or stove-popped popcorn, just make sure that you remove any unpopped kernels out of the final product.
Quick kernel tip: After popping, shake the bowl so the kernels fall to the bottom. Then scoop popcorn from the top, transferring the popcorn to a second bowl in batches, leaving any unpopped kernels behind in the first bowl.
How to Make Caramel Popcorn (Gooey & Chewy)
- Pop plain popcorn and remove any unpopped kernels. Then transfer to a very large bowl (you may need to work in batches if you don’t have a big enough bowl). No air popper? No problem. Stovetop-popped plain popcorn works great as well. Just avoid flavored microwave popcorn because it will change the final texture and flavor.
- In a large saucepan, bring the brown sugar, corn syrup, and butter to a boil.
- Stir in the sweetened condensed milk and cook to the softball stage. This means that when you drop a bit of caramel into cold water, it will form a soft, pliable ball. If you do have a thermometer and want to check it here, the temperature should be about 235℉).
- Pour this caramel mixture over the prepared popcorn until all the popcorn is coated. If you want to make popcorn balls (that are still gooey and sticky, not hard and crunchy), let it cool slightly before shaping them.
Caramel Popcorn FAQs
Yes! Let the caramel popcorn cool just until safe to handle. Then butter or spray your hands with nonstick cooking spray, press into balls and wrap.
This recipe is missing elements that would make it a successful crunchy batch of caramel popcorn (like baking soda!). If you want a crunchier popcorn, we’d recommend our homemade kettle corn or try out a salted caramel popcorn like this.
Store this covered or in an airtight container on the counter for 3-5 days.
Yes, as long as you use a plain popcorn.
Homemade Caramel Popcorn Recipe
Ingredients
- 1 pound brown sugar
- 1 14 ounce can sweetened condensed milk
- 1 cup karo syrup, light corn syrup
- ½ cup butter
- 1 cup unpopped popcorn
Instructions
- Pop plain popcorn using an air popper or stovetop. Transfer popcorn to a clean bowl in batches (if needed) to get rid of any unpopped kernels.
- Cook the brown sugar, Karo syrup, and ½ cup of butter over the stove on medium high heat and bring to a boil.
- Stir continually, around 3-4 minutes, until soft-ball stage (so it passes the cold-water test, or about 235℉ on a candy thermometer).
- When it is finished cooking, take your pan off the stove and pour the caramel sauce over your air popped popcorn. Mix until all the popcorn is completely coated. You will need a very large bowl to mix it all together.
Notes
Nutrition
Did You Make This Recipe?We’d love to hear your thoughts! Leave a review or a question in the comment section below the post.
Yes please! I love popcorn and caramel happens to be my all-time favorite flavor 🙂
I cannot wait to try this recipe tomorrow! Thanks for sharing : )
Yeah yeah!! I think this is gonna have to be our new gen. conference tradition! Yummy 🙂
I love all of your recipes! I will need to try this one! 🙂
Yum!!!
Is there a difference between air popped popcorn and popcorn made on the stove top?
Is there really 1 pound of brown sugar or did you mean to say 1 cup? We love caramel popcorn.
You can pop corn in a paper bag in the microwave.
Yep. One pound of brown sugar. Bags are usually 2 lbs so just use half of it.
I love adding almond flavoring, corn chex, and pretzel sticks. Yum!
This looks like a recipe I would more than love! Beautiful.
Yum!! Reminds me of when my mom would make this for us. Thanks for sharing!
I featured your popcorn on my blog today, come over and check it out: http://www.artsyfartsymama.com/2012/09/pinteresting-features-n-shtuff-50.html
In the recipe I have- you bake at 200 for an hour stirring every 20 minutes. Do you cook this recipe?
This is just DELISHIOSO!!!!!!! I found yours and ‘Grandma Paul’s’ Recipes online tonight and decided to try yours because of the simplicity of not baking it for an hour. WOW…sooooo good! Never have made caramel corn before and I can honestly say I will be making this as often as my waist line can handle it. 🙂 Thanks Sisters!!
What size sweetened condensed milk?
14 ounce can of sweetened condensed milk.
Tasted this at your demo during the Pinners convention. and love it!! Made some today and I can’t stop eating it!!- funny enough I’m not a popcorn fan. How long will it last and how best to store it?
We eat it fast, so it doesn’t hang around too long. It should be fine for a few days. Store on a plate covered with saran wrap or in an airtight container! We are so glad you came to our class at the Pinners conference and that you liked the caramel popcorn. We were on a tight schedule or we would have taken the time to get the unpopped kernels out! 🙂 Have a great day!
I love the recipe, but have tried three different kind of kernels that aren’t as good as yours.. Where do u buy your popcorn? And what brand .. Thanks girls–LOVE your site !!!
We have used store brand yellow popcorn and namebrands. Right now I have Jolly Time yellow popcorn in my pantry. We don’t use the microwave kind. We buy the 32 ounce bag of unpopped corn and use our air pop popcorn poppers.
Could you “gift” this in bags or wouldn’t it keep?
Just made our first batch. This is so easy and Yum so addictive. Recipe is a keeper.
It will keep for a few days.
Not sure what happened, it’s not crunchy like I expected
This is not a crunchy popcorn recipe. It’s a gooey one!
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I made this last night. I used 3bags of microwave popcorn – I do not have an air popper. I used the butter flavor. This covered the 3 bags and made a little leftover caramel. I suggest not cooking quite as long as this calls for, and spraying your bowls with cooking spray first to make it easier to get out of the bowl!
Hi, can i do this recipe with standard sugar? I want to do it for my baby party
Needs to be brown sugar! Hope this helps!
This looks so good! I am a huge caramel popcorn fan and I will feel a lot less guilty if I make it myself. Right?
Commenting again, this recipe is delicious. Amazing. Even better with fresh popped plain popcorn. Just don’t burn the caramel!
I cant wait to make this!
Hi sisters! I was wondering if I could make my own brown sugar out of white sugar and baking molasses as this is what I usually do for recipes calling for brown sugar? Is this a dumb question since it is essentially brown sugar? Maybe but I have to ask. ??
We haven’t tried this recipe using homemade brown sugar. But if it usually works for other recipes, it should work for this one too. You will be bringing the sugar to a boil along with some other ingredients. So keep that in mind. Let us know how it turns out.
You really should instruct the reader until what temperature one should cook on a candy thermometer? ‘medium high heat’ varies significantly. I have a commercial gas DCS so my cooking time of 3 to 4 minutes once I add the sweetened condensed milk would vary drastically should one be using an electric Kenmore.
Hi Alison, we just made this popcorn this past weekend. Also just moved into a new home with a gas stove top. I have been making this for over 30 years on an electric stove top. I was surprised that it was the exact same cooking time. We have never used a candy thermometer with this recipe. Just have a bowl of cold water on the counter nearby. After stirring constantly while it cooks for about 3-4 minutes, drop a little of the caramel mixture into the cold water. If it clings together, it’s ready! Hope this helps. If you have a candy thermometer you want to use, soft ball stage is 235. But it’s really not necessary for this popcorn.
Thank you for going above and beyond to explain and answer the questions! I thought you’re directions were spot on and I can’t wait to try it!
I love caramel popcorns by Thatchers gourmet popcorn the most and will definitely going to try your recipe too. https://tgsp.com/
I grew up in Utah, so was exposed to some very unfortunate “mormom food” and some delish food which reminds me of my childhood. This type of caramel popcorn falls into the delish category. Haven’t yet tried your specific recipe but it sounds pretty much exactly like I remembered. I don’t know why you can’t find this condensed milk/Karo syrup based version outside of Utah. Trick or treating in the 70’s and 80’s, those popcorn balls were like my holy grail of Halloween treats! Guess I’m going to have to make some. Do you know how to make those jello based popcorn balls as well? Mormons love their jello!
Question I have a 6 quart instant pot. Can I take the large pot out and use a 3 quart pot in the large cooler.
We haven’t tried doing it that way so we don’t have any recommendations. So sorry, Walter!
Can i use pre-popped corn since I don’t have a popper? And if so how many cups of popped corn would I need? And can the recipe be halved? Just 2 of us!
you can used pre-popped popcorn for this – approximately 32 cups. You can definitely halve the recipe