Gooey Caramel Popcorn

5 from 3 votes

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Caramel Popcorn is one of our favorite family treats. It is fast, delicious and super easy to make. Plus, it is perfect for a crowd because it makes a giant batch.

My childhood has some great memories in it, and some of my favorites involved this caramel corn recipe from my Mom. Caramel corn makes for a great dessert, party snack, movie treat, holiday gift or just a sweet treat to enjoy when you need a little something.

top view of soft caramel popcorn on a big white and blue bowl
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This caramel corn is everything that gooey caramel corn should be. It is a sweet, sticky, vanilla enhanced goodness that you’ll want a glass of milk with. Be warned that this popcorn is HIGHLY addicting. 

Table of Contents:

Why You’ll Love this Recipe:

  • Easy to make
  • Makes A LOT
  • Delicious and feeds a crowd
  • Can be made for various events and be great gifts too


top view of soft caramel popcorn laid out on parchment paper
  • Corn syrup: don’t be scared of this ingredient! It’s not the same as high fructose corn syrup. It’s used to help make the caramel and it helps it to have a smooth texture and per
  • Brown sugar: this adds color and flavor to the caramel
  • Butter: such great flavor to the caramel
  • Sweetened condensed milk: this caramel is really easy to make and sweetened condensed milk helps with that, it’s makes it more of a short-cut caramel instead of a classic long-cooked caramel. Don’t mix this up with evaporated milk
  • Vanilla extract: yes please, adds flavor
  • Unpopped popcorn: you are going to pop up your popcorn at home using whatever you have on hand – an air popper, a big pot with a lid, your Instant Pot – you have lots of options

See recipe card below for full information on ingredients and quantities


  1. Pop the popcorn. Pop it however you like and get it measured out and into a giant bowl or a couple of big bowls.
  2. Make your caramel by melting the butter, sugar, corn syrup, and sweetened condensed milk on the stove and when it starts to bubble take it off the stove.
  3. Stir in the vanilla and then pour it over the popcorn and stir.
  4. Spread it out on some waxed paper and let it cool. Enjoy! We normally eat it right off the counter when we are having a party or I’ll pile it in a giant bowl and take it with us to an event. It’s always such a hit.

Frequently Asked Questions:

How do you keep caramel popcorn from sticking together?

Stir the caramel corn as it cools to prevent it from sticking together in big clumps. And then spread it out on your counter (cover the counter with waxed paper) while it is still warm so that it can cool in a thin layer.

How long does caramel popcorn last?

If stored in an airtight container, it can last a week or so though the popcorn starts to get soft the longer it sit which I don’t prefer. Eat this within a few days for best quality

How do I get my popcorn crunchy and not soggy?

That is all in how long you cook the caramel sauce. The longer you cook the syrup the crunchier it will be. And air-popping your popcorn helps the actual popcorn to stay nice and crispy.

Do I need a popcorn popper to make caramel corn?

Nope! You can make popcorn in a large pot on the stove, in an air-popper, in your Instant Pot, or you can even pop popcorn in the microwave. You have lots of options.

side view of soft caramel popcorn on a big white and blue bowl

More Popcorn Recipes to Consider:

close up of soft caramel popcorn on a big white and blue bowl
5 from 3 votes

Homemade Caramel Popcorn Recipe

This caramel corn is everything that Gooey Caramel Corn should be. It is sweet, sticky, vanilla enhanced goodness that you'll want a glass of milk with. This is perfect for a crowd because it makes a bunch.
Prep: 10 minutes
Cook: 5 minutes
Total: 15 minutes
Servings: 30


  • 1 cup corn syrup
  • 1 pound brown sugar
  • 1/2 cup salted butter
  • 1 can sweetened condensed milk, (14 ounce)
  • 1 tablespoon vanilla extract
  • 1.5 to 2 cups unpopped popcorn, (about 12-16 quart of popped popcorn)
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  • Pop your popcorn however you’d like, you can use an air-popper, your Instant Pot, pop it on the stove in a big pot, it’s up to you. Remove all of the unpopped kernels and put all of the popcorn in a very large bowl or in a few large ones.
  • Combine the corn syrup and the brown sugar in a medium sauce pan and heat over medium heat;. Cook until the mixture starts to just lightly boil.
  • Add the butter and stir until melted.
  • Add the sweetened condensed milk, stir to combine, and bring to a light boil, stirring very often. Once the mixture comes to a boil, remove from the heat and stir in the vanilla.
  • Pour the caramel over the popcorn and stir to combine well.
  • Pour the caramel corn onto a piece or two of waxed paper on the counter to cool. It will be sticky but get less sticky as it cools.



  • You can add a scant teaspoon or so of salt to the caramel when you add the vanilla if you like it a little salty (I normally add it, I like salted caramel). 
  • I’ll often just serve this off the waxed paper on my bar when we have a get-together here. You can also load it up into a pretty bowl. Everyone always loves this at a party.


Serving: 1 of 30 servings, Calories: 191kcal, Carbohydrates: 37g, Protein: 2g, Fat: 5g, Saturated Fat: 3g, Polyunsaturated Fat: 0.4g, Monounsaturated Fat: 1g, Trans Fat: 0.1g, Cholesterol: 13mg, Sodium: 53mg, Potassium: 93mg, Fiber: 1g, Sugar: 31g, Vitamin A: 130IU, Vitamin C: 0.3mg, Calcium: 53mg, Iron: 0.4mg
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Recipe Rating


  1. Brittney Nelson says:

    5 stars
    This is my first time making carmel popcorn, it was easier than i thought and like all your recipes really good!!

    1. Melissa says:

      I’m SO glad you made this!! It’s my childhood in a bowl and I love sharing it, thank you for leaving a review!

  2. Brianna says:

    Nothing personal:however ;why are so many bakers and cooks making mistakes in their recipies,?? Please double read before putting out on these computers .

  3. Andrea says:

    Can you tell me how much unpopped corn kernels it takes? Hard to guess what 5-6 quarts of popped is…

    1. Melissa says:

      About 3/4 of a cup!

  4. hbubble says:

    is this a 14 oz can of sweetened condensed milk?

    1. Melissa says:

      Yes! Thank you for asking, I’ll update that in the recipe.

  5. Patty says:

    Is this Gluten Free? I hope, I hope!!

    1. Melissa says:

      From what I understand about GF foods it sure should be! Enjoy 🙂

    2. Sue says:

      Golden syrup is much better. Right?
      No outside companies to touch our mailbox.

  6. Grandma jenkins says:

    We used to tease your mom that this recipe is the best thing she learned at college.

  7. Summer Pickering says:

    Aw I remember that party! Super fun! And I do love your mom! They were all like a second family to me! I miss all of you tons! And I’ve been wanting to make Carmel corn! Can’t wait to try it!

  8. Capturing Joy with Kristen Duke says:

    Thanks for your sweet words about my site! Happy to inspire;)

  9. Erin @ Texanerin Baking says:

    I also have fond memories of caramel pop corn. We used to get the microwaveable kind. And then they discontinued it and I’ve been thinking about recreating it the last few years! This looks awesome. 🙂