This Caramel Popcorn Recipe makes glossy, crunchy clusters with irresistible buttery sweetness, perfect for movie night or gifting.
A quick microwave caramel coats every kernel evenly, and a touch of baking soda keeps the texture light, crisp, and oh-so snackable.
We got the recipe from neighbors after they gifted it to us for Christmas, and we’ve been making it ever since.
For more favorites be sure to check out our: Homemade Kettle Corn recipe, Caramel Marshmallow Popcorn and White Chocolate Popcorn.
Why we think you’ll love it:
- Great all year long. It’s a favorite for parties and movie nights, but also great to gift for birthdays and holidays like Christmas!
- Yum factor! Homemade is always better than store-bought and this is caramel perfection!
- Ready in minutes. This is a deliciously easy dessert with its simple ingredients and easy instructions.

Caramel Popcorn Ingredients
- Plain popcorn (2 (3.29-ounce) bags): The airy base that catches every bit of caramel for sweet, crunchy bites. Use microwave bags of popcorn or a popcorn maker. You’ll need about 9-10 tablespoons of popcorn kernels or 18-20 cups of popped plain popcorn.
- Butter (ยพ cup): Adds rich flavor and helps the caramel coat kernels smoothly.
- White Karo Syrup (โ cup): Prevents crystallization so the caramel stays glossy and pourable.
- Brown sugar (1ยฝ cup): Brings deep caramel sweetness and color. We use light brown sugar, but dark brown sugar can be used.
- Salt (ยพ teaspoon): Balances sweetness and brightens flavors; adjust if popcorn is salted.
- Baking soda (ยพ teaspoon): Aerates the hot caramel so it foams, creating a light, crisp texture on the popcorn.
- variation – Drizzle chocolate or white chocolate over the caramel popcorn while it’s cooling on the cookie sheet, or add chopped nuts.
How Much Popcorn to Make?
A 3.25 bag of popcorn contains 2.5 servings, each serving is 2 tablespoons of kernels which makes 4.5 cups of popped corn. For this recipe, you would need 2 bags which is 9-10 tablespoons of kernels or 18-20 cups of popped popcorn.
How to Make Caramel Popcorn
PREP. Make 2 bags plain popcorn and place it in a large bowl. Remove unpopped kernels.
- A good trick is to pour your popcorn over a cooling rack. The un-popped kernels will fall through the cracks and the popcorn will stay on top.


CARAMEL. Using a medium-sized microwave-safe bowl add ยพ cup butter, 1ยฝ cups brown sugar, โ cup karo syrup, and ยพ teaspoon salt. Heat in the microwave for 2 minutes.
- Add ยพ teaspoon baking soda to the melted ingredients. The mixture will foam up. Stir well.
- The longer the caramel topping cooks, the crunchier it will be. This caramel corn recipe is meant to have more of a crunch, but if it is too hard to eat, then it was cooked for too long.


COAT. Pour over popcorn and toss together evenly coating all of the pieces.
- Place the coated popcorn in the microwave for 1 minute and then stir. Place it back into the microwave and heat for another minute. For crunchier popcorn, heat it for another minute.

ENJOY! Line a baking pan with parchment paper and spread the coated popcorn on it to cool. Break apart and enjoy this caramel popcorn recipe!

Kristyn’s Recipe Tips
- Use a very large bowl for tossing so every kernel gets coated without spills.
- Work quickly after adding baking soda, the caramel is easiest to spread while foamy and hot.
- For extra crunch, microwave the coated popcorn in 1 minute bursts, stirring between, up to 3 total minutes as noted.
- Spread on parchment to cool in a single layer, break into clusters once set.
- Stove Top Directions
- In a medium saucepan, melt the butter over medium heat. Add the brown sugar, Karo syrup, and salt and stir while the mixture comes to a boil.
- Boil the mixture for 5 minutes without stirring it. Add the baking soda and mix to combine everything and remove from the heat.
- To avoid crystallization, be cautious about scraping the sides of the pot and accidentally stirring in the crystalized caramel.
- Drizzle over plain popcorn in a large bowl, toss to evenly coat, and spread on a lined cookie sheet to cool completely.

Caramel Popcorn Recipe
Video
Ingredients
- 2 (3.29-ounce) bags plain popcorn
- ยพ cup butter
- โ cup white Karo Syrup
- 1ยฝ cup brown sugar
- ยพ teaspoon salt
- ยพ teaspoon baking soda
Instructions
- Make popcorn and place it in a large bowl. Remove the unpopped kernels.
- Using a medium-sized microwave-safe bowl add the butter, brown sugar, syrup, and salt. Heat in the microwave for 2 minutes.
- Add the baking soda to the melted ingredients. The mixture will foam up. Stir well.
- Pour over popcorn and toss together evenly coating all of the pieces.
- Place the coated popcorn in the microwave for 1 minute and then stir. Place it back into the microwave and heat for another minute. If you want crunchier popcorn, heat it for another minute.
- Allow the popcorn to cool and enjoy!
- Note: If you used salted popcorn, then reduce or omit the added salt.
Notes
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.
Recipe FAQ
Break apart and store in airtight plastic bags or containers at room temperature for up to 5 days. The caramel may soften after a few days of being stored. To crisp it up again, place it in the oven set to 250ยฐF for about 5-7 minutes.
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This recipe was first published October 2019.

























This is the same recipe I have been using for years but I put mine on a sheet pan in a 250 degree oven for an hour, stirring every 15 minutes. I doesn’t get soft after days, although it usually doesn’t last that long!
I love that tip. Thanks for sharing your method!
DO NOT RECOMMEND
Recipe makes no sense. Blog talks about doing it over the stove top, while recipe and instructions talk about making caramel in microwave. Also says that it is free of corn syrup but calls for 1/3 Karo syrup.
Thanks for the feedback and for giving the recipe a try.
Iโm a bit confused. The directions and the recipe are completely different. Which way is best?
Is it possible to make caramel popcorn with Berry Hill Creamy Caramel dipping sauce?
You know, I haven’t tried making it with caramel dip before. You could certainly give it a try. There might be recipes out there specifically using a dip too. You’ll have to let us know how it turns out if you make it with the dip!
THANK YOU SO MUCH
IT WAS GREAT
LOve it
You’re welcome!! I’m so glad to hear you enjoyed the popcorn!
this is the only recipe that doesnโt have corn syrup that has actually worked for me!! thank you so much
You are so welcome! Happy to hear that! Thank you for trying it!
Why does it say only 5 ingredients and no corn syrup, then the recipe has more than 5 ingredient,s one of them being corn syrup?
You said this recipe is made without corn syrup but it has karo syrup, which is corn syrup, listed as an ingredient. Do you omit it?
I am a little confused as there is corn syrup in the recipe that says its a corn syrup free??