Buttery Caramel Popcorn
This buttery caramel popcorn is just like old-fashioned caramel corn, the crunchy kind with lots of homemade caramel sauce coating every piece. It features fluffy popcorn, brown sugar, and butter, and makes a great Fall treat!

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If you’ve never made caramel popcorn from scratch, you’re missing out! It’s a fun homemade snack for movie nights and holiday parties, and making it yourself means you get to sneak a few pieces while it cools.
One batch makes about 12 one-cup servings, so there’s plenty to go around with lots left over for later. Bag it up in cellophane for holiday or birthday gifts, or set out a big bowl on a snack tray with cookies and a batch of colorful chocolate-covered pretzels with sprinkles.
My Best Caramel Popcorn Making Tips
How to Make Caramel Popcorn
Here’s a quick look at the process with step-by-step photos. The full ingredient list and instructions are in the recipe card below.

- Pop the popcorn on the stove, in an air popper, or use plain, unsalted microwave popcorn. Transfer the popped popcorn in a large pot if you didn’t cook it on the stove top. Preheat the oven to 250°F and line two baking sheets with foil sprayed with non-stick cooking spray.

- Place the unsalted butter, brown sugar, and corn syrup into a medium saucepan and heat over medium heat. Stir until the brown sugar dissolves completely. Let it come to a full boil, with bubbles across the whole surface, not just around the edges. Now leave it alone for 3 to 5 minutes. No stirring, but don’t walk away either. The caramel will turn a golden amber as it cooks.

- When it turns a beautiful, golden amber color, take the pan off the heat and stir in the vanilla, baking soda, and salt. It’ll foam up and turn a lighter, creamier color. Don’t skip adding the baking soda! That’s the ingredient that keeps the caramel sauce light and able to coat the popcorn without getting hard.

- Pour the hot caramel over the popcorn and heat over low heat. Carefully, fold everything together with a long-handled spatula. Make sure to scoop down to the bottom of the pan so all the popcorn gets coated, and try not to crush the popcorn as you go. Peanuts are a popular add-in; they’ll give you a flavor similar to Crunch ‘n Munch. If you want to add some, this is the step to do it.

- Spread the caramel corn onto the two baking sheets in an even layer. Bake for 30 minutes, stirring every 10 minutes. Baking is necessary to help the caramel set. It will still be easy to chew but the low oven heat removes moisture and turns it into a crunchy coating.
- After the caramel corn bakes, spread it out on wax paper and let it cool completely. Once it’s set, break it into chunks and dig in. For a candy shop-style treat, drizzle melted white or dark chocolate over the cooled caramel corn.
How to Store Caramel Corn
Let the caramel corn cool completely before you pack it up. Once it’s cool, store it in an airtight container at room temperature for up to a week.
Cellophane gift bags work the same way. Fill them once the caramel corn is cool and tie them tightly so air can’t get in. Humid days can make caramel corn tacky, so keep the container sealed between snacks.
Can I Use Microwave Popcorn?
Yes, I recommend using plain, unsalted microwave popcorn. Stovetop and air-popped popcorn sometimes pops up smaller, while microwave popcorn usually gives you bigger, fluffier pieces. I’d skip the buttered and salted varieties, though. That flavor tastes “off” when it’s mixed with the caramel sauce. Shake out the unpopped kernels after it pops, then use it just like any other popcorn.

Ingredients
- 1 ⅓ cup unpopped popcorn kernels, about 10 cups popped (See Note)
- 1 cup light corn syrup
- 1 ½ cups unsalted butter
- 1 ½ cups light brown sugar
- 1 ½ teaspoons vanilla extract
- 1 teaspoon baking soda
- 1 teaspoon salt
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Instructions
- Preheat the oven to 250°F. Line two baking sheets with foil and spray them with non-stick cooking spray.
- Pop the popcorn on the stovetop or in an air popper, or use plain, unsalted microwave popcorn. Remove any unpopped kernels and put the popcorn in a large pot.1 ⅓ cup unpopped popcorn kernels
- Add the butter, brown sugar, and corn syrup to a medium saucepan over medium heat. Stir until the butter melts and the mixture is smooth. Bring the mixture to a boil, then let it boil for 3 to 5 minutes without stirring.1 cup light corn syrup1 ½ cups unsalted butter1 ½ cups light brown sugar
- Remove the pan from the heat. Stir in the vanilla extract, baking soda, and salt. The caramel will foam up quite a bit.1 ½ teaspoons vanilla extract1 teaspoon baking soda1 teaspoon salt
- Pour the hot caramel over the popcorn. Set the pot over low heat and gently fold until all of the popcorn is coated.
- Spread the caramel corn evenly onto the prepared baking sheets. Bake for 30 minutes, stirring every 10 minutes.
- Transfer the caramel corn out on wax paper and let it cool completely. Break it into pieces before serving.
Notes
- Plain, unsalted microwave popcorn works well. Avoid buttered or salted varieties.
- This recipe makes about 10 to 12 cups of caramel corn. Those amounts are dependant on how large the popped popcorn pieces are.
- Light corn syrup keeps the caramel smooth. I haven’t tested this recipe without it and can’t say how it’d work.
- No pot big enough? Use an extra-large disposable aluminum pan or a large mixing bowl. Mix the popcorn and caramel in it, then put it straight in the oven.
- Store the cooled caramel corn in an airtight container at room temperature for up to 1 week.
- Making gift bags? My stovetop maple candied pecans take about 30 minutes and make a nice pairing for caramel corn.
- Calories are an estimate based on a 1-cup serving. Popping the popcorn in oil will change the count.

