Homemade Caramel Popcorn Recipe

This recipe is an old classic at our house that we have made for years!
Our mom used to make it twice a year and share it with friends and neighbors.
I used to love watching it slowly come out of the popper machine!
It is gooey, chewy, and so easy to make!
And because it makes so much, our neighbors also looked forward to those times she shared it with them. Hope you love it as much as we do!

Looking for another popular treat? Try our Churro Caramel Corn Pops!

Serves: 12

Homemade Caramel Popcorn Recipe

Gooey easy caramel popcorn that is so easy to make!! Don't have an air popper machine? You can pop your own popcorn in the microwave. Remodelaholic has an excellent way to do it. Find out how do it here.

5 minPrep Time

10 minCook Time

15 minTotal Time

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  • 1 pound brown sugar
  • 14 ounce can sweetened condensed milk
  • 1 cup Karo syrup (light corn syrup)
  • 1/2 cup butter
  • 1 cup of unpopped popcorn


  1. Pop your popcorn in an air popper machine. My machine only allows 1/2 cup of kernels at a time so I had two separate batches that I had to pop.
  2. Cook the brown sugar, Karo syrup, and 1/2 cup of butter over the stove on medium high heat and bring to a boil.
  3. Add the sweetened condensed milk. Stir continually for about 3 to 4 minutes until it gets to the soft ball stage (it clings together when you drop some in cold water). It will burn if you cook it too long, so make sure you are stirring continuously and watch it closely.
  4. When it is finished cooking, take your pan off the stove and pour the caramel sauce over your air popped popcorn. Mix until all the popcorn is completely coated. You will need a very large bowl to mix it all together!



4736 cal


127 g


924 g


33 g
Click Here For Full Nutrition, Exchanges, and My Plate Info

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Comment on this Recipe

37 Responses to “Homemade Caramel Popcorn Recipe”

    • We eat it fast, so it doesn't hang around too long. It should be fine for a few days. Store on a plate covered with saran wrap or in an airtight container! We are so glad you came to our class at the Pinners conference and that you liked the caramel popcorn. We were on a tight schedule or we would have taken the time to get the unpopped kernels out! :) Have a great day!
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  2. I made this last night. I used 3bags of microwave popcorn - I do not have an air popper. I used the butter flavor. This covered the 3 bags and made a little leftover caramel. I suggest not cooking quite as long as this calls for, and spraying your bowls with cooking spray first to make it easier to get out of the bowl!
  3. Hi sisters! I was wondering if I could make my own brown sugar out of white sugar and baking molasses as this is what I usually do for recipes calling for brown sugar? Is this a dumb question since it is essentially brown sugar? Maybe but I have to ask. ??
    • We haven't tried this recipe using homemade brown sugar. But if it usually works for other recipes, it should work for this one too. You will be bringing the sugar to a boil along with some other ingredients. So keep that in mind. Let us know how it turns out.
  4. Alison Kiene
    You really should instruct the reader until what temperature one should cook on a candy thermometer? 'medium high heat' varies significantly. I have a commercial gas DCS so my cooking time of 3 to 4 minutes once I add the sweetened condensed milk would vary drastically should one be using an electric Kenmore.
    • Hi Alison, we just made this popcorn this past weekend. Also just moved into a new home with a gas stove top. I have been making this for over 30 years on an electric stove top. I was surprised that it was the exact same cooking time. We have never used a candy thermometer with this recipe. Just have a bowl of cold water on the counter nearby. After stirring constantly while it cooks for about 3-4 minutes, drop a little of the caramel mixture into the cold water. If it clings together, it's ready! Hope this helps. If you have a candy thermometer you want to use, soft ball stage is 235. But it's really not necessary for this popcorn.

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