Caramel Popcorn

I made this caramel popcorn recipe for the first time more than a decade ago. I was blown away by how quick and easy it was to make. I was even more blown away by how quick and easy it was to eat!

This recipe, which I initially found on,  makes about 20 cups of caramel popcorn. It may seem like a lot, but trust me, 20 cups of this stuff will disappear fast!

The trick to this caramel popcorn is the baking process. If you were to mix up the caramel, pour it over the popcorn, and let it cool, you’d find it to be very chewy. Instead of stopping there, the next step is to bake the popcorn on a large sheet pan in the oven for about an hour. As the mixture bakes, the caramel forms a thin and crispy coating which I love! Baking it for less time will result in a chewier caramel consistency.

For this batch I only added popcorn, but in the past I’ve also added some roughly chopped pecans. If you like pecans, I highly recommend the addition!

Start by preparing your popcorn. I used about 2/3 of a cup of kernels to get 20 cups of popped corn. Be sure to use just plain popcorn, nothing that’s buttered or salted already. You’ll get plenty of butter and salt from the caramel coating.

Place the popcorn in a large deep bowl and check to make sure there are no unpopped kernels. Your bowl should be deep enough that you can easily stir the popcorn once it’s covered in caramel. If you don’t have a bowl big enough, you can divide it across two large bowls. If you want to try this recipe with the pecans, add them to the bowl of popcorn as well.

caramel popcorn ingredients measured out on the kitchen counter

Once you’ve got the popcorn measured out, melt a cup of butter in a medium sized saucepan over medium-high heat.

butter melted in the saucepan

Add the brown sugar, corn syrup and salt. Keep stirring the mixture continuously until it comes to a boil.

adding the sugar, corn syrup and salt to the melted butter

Once the mixture is boiling, stop stirring and leave it to bubble away for about 4 minutes.

bringing the sugar mixture to a boil

Remove the saucepan from the heat and stir in the vanilla and baking soda. Mix well to combine. The mixture will turn sort of foamy once you’ve stirred in the baking soda.

stirring the baking soda into the sugar mixture

Pour the caramel mixture over the popcorn. If you’ve split the popcorn into two bowls, pour about half of the mixture into each bowl. Mix the caramel and popcorn together to get it as evenly coated as possible. Don’t worry if it’s not exact. You’ll be combining it all together after the initial mix.

pouring the caramel over the popcorn

Transfer the popcorn to a large baking sheet and spread it out into an even layer. Bake the tray of popcorn at 250°F for about an hour. Remove the tray from the oven every 10-15 minutes to give it a good stir.

close up of the popcorn spread out into a baking pan

The longer the popcorn bakes, the crunchier the caramel will become. After an hour is up, take the pan out of the oven and allow it to cool before serving.

a bowl full of caramel popcorn

Caramel Popcorn

A perfect combination of salty and sweet. The thin caramel coating adds an extra delightful sweet crunch to this popcorn.
Prep Time30 minutes
Cook Time1 hour
Total Time1 hour 30 minutes


  • 20 cups plain popcorn
  • 1 cup butter
  • 2 cups brown sugar
  • 1/2 cup corn syrup
  • 1 tsp salt
  • 1/2 tsp baking soda
  • 1 tsp vanilla extract
  • 1 cup roughly chopped pecans (optional)


  • Pre-heat your oven to 250°F. 
  • Place the popcorn in a large, deep bowl (divide it into two large bowls if you can't quite fit it all in one). Stir the pecans in with the popcorn if using.
  • In a medium sized saucepan, melt the butter over medium heat. 
  • Stir in the the brown sugar, corn syrup and salt. Stir constantly until the mixture comes to a boil.
  • When the mixture starts boiling, stop stirring and allow it to boil for 4 minutes.
  • Stir in the baking soda and vanilla.
  • Pour the caramel over the popcorn and quickly stir it to coat it as evenly as you can.
  • Transfer the popcorn to a large baking sheet and spread it out in a thin layer.
  • Bake for an hour, stirring every 12-15 minutes. 
  • Remove the pan from oven and allow the popcorn to cool completely before breaking it up and serving.


  • Original recipe from All Recipes
  • 2/3 cup of popcorn kernels should yield enough popcorn for this recipe

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