Caramel Marshmallow Popcorn

Super Gooey and Delicious Caramel Marshmallow Popcorn is coated in a delicious mixture made from butter, brown sugar, light corn syrup, and marshmallows!

This gooey popcorn takes minutes to make and is a delicious treat for any party or movie night. Filled with simple ingredients, we have a feeling you’ll love this popcorn as much as we do!

marshmallow Popcorn goodness

Do you like marshmallows? And do you like popcorn? How about caramel?

If you love al 3, then you’ll love today’s recipe for Caramel Marshmallow Popcorn. Believe us when we say that it is beyond addicting!

It was so easy to make and took only 5 minutes. The best part was that it was so gooey good. If you’re looking for a great treat for parties and get togethers – this is it! Or even a family movie night. We promise it will be a hit.

How to Make Marshmallow Popcorn

It takes just minutes to make!

Begin by popping popcorn and placing in a bowl making sure there are no un-popped kernels there. Set aside.

Melt the butter in a medium pot on medium heat. Add brown sugar and corn syrup until well blended. Add marshmallows and stir continuously on low heat until all melted.

Pour mixture over popcorn and mix well. Spread popcorn on parchment paper or put in greased baking sheet and let set.

Recipe Tips + Tricks

How many cups are in one bag of popcorn? One 3.28 oz bag of popcorn contains 5 tablespoons unpopped kernels or about 11 cups of popped corn. You can buy 11 cups of plain pre popped popcorn, pop 5 tablespoons of your own kernels, or pop a bag of plain microwave popcorn. 

How many mini marshmallows should I use instead? You can substitute large marshmallows with mini marshmallows with a 1:10 ratio. So for this recipe you’ll need 200 mini marshmallows or about 3 cups. 

Is there a corn syrup substitute I could use?  There are a few options though they may alter the taste, but not by much. Substitute 1:1 ratio of maple syrup or honey. In the UK the closest substitute is “Golden Syrup”. You can also make your own simple syrup: In a saucepan mix ¼ cup of water with 1 cup of granulated sugar. Simmer until the sugar has melted and makes a syrup. 


  • Grease your hands with some cooking spray before forming the balls. 
  • Wrap with cellophane or plastic wrap and store at room temp. The balls end up being so gooey and delicious!

My mom said I could only have a little because otherwise I’d get cavities. 😉 She might be right but I still wanted to eat the whole bowl!

For more popcorn recipes, check out:

Marshmallow Popcorn Recipe

4.96 from 24 votes
Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!
Course Dessert
Cuisine American
Prep Time 5 minutes
Cook Time 5 minutes
Total Time 10 minutes
Servings 6
Calories 296 kcal
Author Lil' Luna


  • 1 bag popped popcorn any flavor works
  • 1/2 cup butter
  • 1 cup brown sugar
  • 1 tbsp light corn syrup
  • 20 large marshmallows


  • Pop popcorn and place it in a bowl. Remove un-popped kernels.
  • Melt butter in a medium pot on the stove. Add brown sugar and corn syrup until well blended. Add marshmallows and stir continuously on low heat until all melted.
  • Pour mixture over popcorn and mix well. Spread popcorn on parchment paper or put it on a greased baking sheet and let set up.


Recipe adapted from Raining Hot Coupons.

5-Minute Caramel Marshmallow Popcorn recipe - SOOO good and gooey!

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About Kristyn

My name is Kristyn and I’m the mom of SIX stinkin’ cute kids and the wife to my smokin’ hot hubby, Lo. My mom’s maiden name is Luna, and I’m one of the many crafty “Lil’ Lunas” in the fam. On this site I like to share all things creative - from recipes to home decor to gifts and home decor ideas. Welcome!

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Recipe Rating


    1. A bag of un-popped popcorn is close to 3 ounces (around that). I’m not quite sure how much it is, popped.

  1. Wow! Looks amazing! – Melt butter in a medium pot on the oven? I believe you meant stove. Thank you for sharing!

  2. 5 stars
    We make this for almost every movie night! Stays so yummy and gooey to eat the next day if you even have any leftover to eat.

  3. 5 stars
    Hi Kristyn, thank you for the free ebook!! I love the recipes you INCLUDED. Just wanted to mention your opening paragraph about your family said 5 KIDs but there are 6 pictured.

    1. I am so glad you like it! Not sure what paragraph it is, but it could have been written when I had 5 kids, but I am always updating our picture 🙂

  4. 4 stars
    I used 1/2 unpopped kernels in my air popper and added a tablespoon of kosher salt, but I love the caramel and marshmallows together!

  5. Hi Kristyn, could I use marshmallow fluff? If so any idea how much? This looks sooo yummy, going to make & give as gifts for Christmas. Thank you! Have a wonderful holiday season!

  6. 5 stars
    I made this recipe, and forgot the karo syrup. However it was excellent without the syrup. What is the purpose of the syrup?
    Such a good caramel popcorn ball!!!! Thank you for sharing!

  7. 5 stars
    My favorite recipe so far!! It’s so ooey gooey delicious! I usually double the recipe cause it goes so fast!

    1. 5 stars
      My favorite recipe so far!! It’s so ooey gooey delicious! I usually double the recipe cause it goes so fast!

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