This caramel popcorn is a sweet and salty snack made with a simple brown sugar and butter mixture, then baked until dry and crunchy. Starting with microwave popcorn makes it convenient to prepare, and the recipe makes a large batch that's perfect for sharing.
What's great about this recipe
- Simple caramel mixture - The coating is made with butter, brown sugar, water, and vanilla. There's no corn syrup or baking soda, and you don't need a candy thermometer.
- Easy to make - Starting with microwave popcorn is convenient. The caramel mixture comes together quickly, then the oven does most of the work.
- Makes a big batch - You get about 24 cups of caramel popcorn, making it great for parties, movie night, game day, or simply sharing with family and friends.
Jump to:
Budget Check
- The full recipe is about $5.50-$6.50
- Per serving (12 servings): about $0.46-$0.54
Uses conventional ingredients. Based on recent U.S. national averages. Actual prices will vary by store and region.
Ingredients you'll need
💌 Save this recipe
We’ll email it to you so you can find it later!
By submitting this form, you agree to receive this recipe plus occasional emails from Cook2eatwell.
Microwave popcorn - Starting with microwave popcorn makes this recipe convenient. You'll need 2 regular-size bags (about 24 cups popped). You can also pop your own popcorn if you prefer. For quick instructions, see the recipe card notes section.
Butter - Forms the base of the caramel mixture and adds richness.
Brown sugar - Gives the caramel its sweetness and rich caramel flavor.
Water - Helps dissolve the brown sugar and keeps the caramel mixture thin and pourable.
Vanilla extract - Adds a little extra flavor to the caramel.
📖 See the recipe card for quantities and preparation.
Equipment
You'll also need a few specific items to make coating the popcorn and baking it easier.
- Extra-large bowl - Use a heat-proof bowl large enough to hold about 12 cups of popcorn with plenty of room for tossing. If you don't have one, a large soup pot or wok works well.
- Two large baking sheets - Half sheet pans work well because the caramel popcorn needs room to spread out while it bakes.
- Parchment paper - Line the baking sheets to prevent sticking and make cleanup easier.
- Rubber spatula - Makes it easier to gently fold and toss the popcorn with the hot caramel mixture without breaking it up too much.
- Medium saucepan - For preparing the caramel mixture.
How to make caramel popcorn
Get everything ready:
- Arrange the oven racks in the upper and middle thirds and preheat to 275°F.
- Line two half-sheet pans with parchment paper.
- Pop both bags of popcorn according to the package directions and open the bags so the steam can escape.
- Transfer one bag to a large bowl, removing any unpopped kernels you run across.
- Have the sheet pans, rubber spatula, and heatproof measuring cup ready before starting the caramel.
Make the caramel mixture: Melt the butter in a medium saucepan over medium heat. Add the brown sugar, water, and vanilla and stir well. Cook for 5 minutes, stirring frequently at first. Once it starts to simmer, lower the heat to medium-low to low and stir constantly. Do not leave the mixture unattended; it can boil over quickly.
Remove the pan from the heat and continue stirring until the mixture stops simmering. It will be thin and pourable; it does not need to reach a specific candy temperature. Carefully transfer it to a heatproof measuring cup. You should have about 1⅓ cups.
Coat the popcorn: Slowly pour a generous ⅔ cup (about half) of the caramel mixture over the popcorn while gently folding and tossing with a rubber spatula.
Once evenly coated, spread the popcorn on one prepared sheet pan. Repeat with the second bag of popcorn and remaining caramel, using the second sheet pan.
Bake: Bake for 1 hour, stirring every 15 minutes with a rubber spatula. During the first two stirs, scrape up any caramel that has collected on the parchment and gently fold it back into the popcorn. Halfway through, rotate the pans from top to bottom and bottom to top.
Dry and cool: Turn off the oven and crack the door open slightly. Leave the popcorn in the warm oven for 5-10 minutes. It should be dry and crisp. If it's still a little tacky, give it a few more minutes in the warm oven. Remove the pans, gently stir to separate the pieces, and cool completely. Serve and enjoy.
Storing instructions
Let the caramel popcorn cool completely before storing. Transfer it to an airtight container or zip-top bags, removing as much air as possible before sealing. Store at room temperature in a cool, dry place for up to 1 week. Keeping it tightly sealed will help the popcorn stay crisp.
Recipe tips and notes
- Have everything ready before making the caramel. Once the caramel starts cooking, it needs your full attention.
- Don't leave the caramel unattended. Once it starts to simmer, lower the heat as directed and keep a close eye on it because the mixture can boil over quickly.
- Handle the hot caramel carefully. Pour the caramel mixture slowly and avoid touching the caramel-coated popcorn until it has cooled.
- Fold the popcorn gently. Use a rubber spatula to fold and toss as you add the caramel. Gentle stirring helps coat it evenly without crushing or tearing up the popcorn.
- Remove unpopped kernels. Pick out any you come across before adding the caramel. Once coated, they can be difficult to spot.
- Don't skip the parchment paper. The caramel coating is sticky, particularly during the first part of baking.
If you enjoyed this caramel popcorn, try one of our other easy snacks and appetizers. These sweet spiced nuts are another sweet and crunchy treat. Our Cajun party mix is a delicious snack that's just a little spicy. For heartier options for parties and game day, try these simple pigs in a blanket or these tasty mini taco cups.
Join Us
Love easy recipes made with simple ingredients? Subscribe to our newsletter and get weekly meal ideas delivered straight to your inbox. Follow us on social media so you never miss a new recipe.
📖 Recipe
Caramel Popcorn
Ingredients
- 2 (3.2-ounce) bags Plain Microwave Popcorn (salted is fine; we used a sea salt only variety)
- 8 tablespoons Butter
- 1 cup Brown Sugar not packed
- ¼ cup Water
- ¼-½ teaspoon Pure Vanilla Extract
Instructions
- Arrange the oven racks in the upper and middle thirds of the oven. Preheat the oven to 275°F. Line two half-sheet pans with parchment paper.
- Pop both bags of popcorn according to the package directions. Open the bags so the steam can escape.
- Transfer the popcorn from one bag to a large bowl. Remove any unpopped kernels you come across. Have the parchment-lined sheet pans, rubber spatula, and a heatproof measuring cup ready before starting the caramel mixture.
- Melt the butter in a medium saucepan over medium heat. Add the brown sugar, water, and vanilla extract. Stir well with a fork or whisk to combine.
- Cook the mixture for 5 minutes, stirring frequently at first. Once it starts to simmer, lower the heat to medium-low to low and stir constantly. Do not leave the mixture unattended; it can boil over quickly.
- At the end of 5 minutes, remove the pan from the heat. Continue stirring until it stops simmering. The mixture will be thin and pourable; it does not need to reach a specific candy temperature.
- Carefully transfer the caramel mixture to a heatproof measuring cup. You should have about 1⅓ cups. This makes it easier to divide and pour over the popcorn.
- Slowly pour a generous ⅔ cup of the caramel mixture over the popcorn in the bowl while gently folding and tossing with a rubber spatula. Continue folding until the popcorn is evenly coated, taking care not to crush or break it.
- Transfer the coated popcorn to one prepared sheet pan and spread it out as close to a single layer as possible.
- Transfer the second bag of popcorn to the bowl, removing any unpopped kernels you come across. Repeat the coating process with the remaining caramel mixture, then spread the popcorn on the second prepared sheet pan.
- Bake for 1 hour, stirring the popcorn every 15 minutes with a rubber spatula. During the first two stirs, scrape up any caramel that has collected on the parchment and gently fold it back into the popcorn. Halfway through the baking time, rotate the pans from top to bottom and bottom to top.
- After 1 hour, turn off the oven and crack the oven door open slightly. Leave the popcorn in the warm oven for 5-10 minutes. It should be dry and crisp. If the coating is still a little tacky, leave it in the warm oven for a few minutes longer.
- Remove the pans from the oven. Gently stir the caramel popcorn once more to separate the pieces, then let it cool completely.
Notes
💌 Save this recipe
We'll email it to you so you can find it later!
By submitting this form, you agree to receive this recipe plus occasional emails from Cook2eatwell.
Nutrition
The nutritional information above is computer generated and is only an estimate. There is no guarantee that it is accurate. This data is provided as a courtesy for informational purposes only.
Tracy
Followed everything and oh sooo good ❣️
Elizabeth
Hi Tracy,
So happy you enjoyed it!
Sivy
Hey, how long does the caramel should be boiling for or what the temp of the caramel should be to know when it is ready?
Thanks.
Elizabeth
It will start simmering during the 5 minute cooking time. Be sure to stir it constantly so it does not boil over.