Caramel Popcorn

Make a batch of this sweet and buttery caramel popcorn to share with friends. It only takes 5 ingredients—no corn syrup required!

This is one of our favorite treat recipes to make around the holidays, but it’s great year round. It’s a little crunchier than our caramel marshmallow popcorn, but the buttery caramel coating is undeniably delicious!

Homemade caramel corn recipe in bowl

homemade caramel corn

You can find packaged caramel popcorn at lots of retail stores, but the real deal is HOMEMADE popcorn made in your own kitchen. It tastes 100x better and fresher – and makes the perfect treat!

It’s super simple to make with our easy instructions and recipe. Trust me!

I love making caramel popcorn and packaging it up for friends, family, or neighbors! It makes such a cute gift when it’s wrapped up in a little bag or container. It’s the perfect yummy snack to brighten someone’s day.

Popcorn for caramel popcorn recipe

Prepping the Popcorn

You’ll need about 8-9 cups of popped plain popcorn. Pop it in a popcorn maker, over your stove, or in the microwave. Make sure to get rid of all of the un-popped kernels. You don’t want to bite into one of those—ouch!

TIP: 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.

Once all the kernels have been removed, put all the popcorn in a large bowl to get it ready for the caramel. Line a baking sheet with wax paper, then set it aside and start the caramel sauce!

Caramel corn ingredients in bowl

How to Make Caramel Popcorn

CARAMEL. In a medium saucepan, melt the butter over medium heat. Then add in the brown sugar and mix everything together really well. Continue stirring while you bring the mixture to a boil.

Boil the mixture for 5 minutes without stirring it. Once the 5 minutes are over, add in the vanilla and baking soda. Mix to combine everything.

TOSS. Take the caramel off the heat. Drizzle the caramel sauce over the prepared popcorn in the large bowl. Toss it all together lightly to evenly coat the popcorn.

COOL. Pour out the popcorn onto the wax paper lined cookie sheet. Spread it out and let the popcorn cool completely.

Break apart and store it in airtight plastic bags or containers. Keep it at room temperature and it should stay fresh and crunchy for up to 5 days.

Mixing caramel corn recipe in bowl

caramel corn variations + tips

Chewy or Crispy? This caramel corn is meant to be a little more on the crisp side, but if you want your caramel popcorn to be more chewy, boil your caramel sauce for less time.

Add-ins: You could always add chopped nuts (of any kind) when you combine the popcorn and caramel sauce. Drizzling chocolate or white chocolate over the caramel popcorn while it’s cooling on the cookie sheet is another great idea!

Nonstick utensils: I recommend using a nonstick saucepan, and a silicone spatula if you have one! A nonstick pan will be a lot easier to clean after making the caramel sauce, and so will the silicone spatula which is also naturally tolerant to high heat.

Caramel corn recipe close up image

For more popcorn recipes:

Caramel Popcorn Recipe

4.16 from 19 votes
Make a batch of this sweet and buttery caramel popcorn to share with friends. It only takes 5 ingredients—no corn syrup required!
Course Dessert, Snack
Cuisine American
Prep Time 10 minutes
Cook Time 5 minutes
Total Time 15 minutes
Servings 5
Calories 499 kcal
Author Lil’ Luna


  • 2 (3.29 oz) bags plain popcorn
  • ¾ c butter
  • cup white Karo Syrup
  • 1 ½ cup light brown sugar
  • ¾ tsp salt
  • ¾ tsp baking soda


  • Make popcorn and place in a large bowl. Be sure to get rid of all 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 for another minute.
  • Allow the popcorn to cool and enjoy!
  • Note: If you used salted popcorn, then just reduce, or omit, the added salt.


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About the Author

Kristyn Merkley

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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    1. you use honey instead it helps the sugar to not crystalize. if you don’t it may just be a little harder to make the syrup but totally possible

  1. Hmmm, I clicked on your recipe because it promised no corn syrup. And then you use Karo syrup. According to my Google at least, Karo is the brand name of a corn syrup. Are you suggesting we can make it while omitting the corn syrup because the instructions didn’t

  2. 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?

  3. 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?

  4. 3 stars
    The first time I made this recipe, it was fantastic. However, this current recipe was quite different from the previous one.
    Would you please post the older recipe? This one is very soft and chewy. Not to my husband’s liking.

    1. I am always modifying and making changes to recipes to try and improve them. I’m sorry this recipe wasn’t to your satisfaction. Unfortunately I do not save the old recipes. Thanks so much for trying it!

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