Soft Caramel Popcorn Recipe

by Destri on December 13, 2011

Soft Caramel Popcorn Recipe - the soft buttery kind that melts in your mouth and makes great popcorn balls

This is by far the best caramel popcorn I have ever had – soft, chewy, and just so so good.  Too good.  Don’t make this alone, or you’re bound to eat the entire batch to yourself and I can’t be held responsible!  Last year my sister whipped this up for a night of family Amazing Race watching and I didn’t wander too far from the bowl until it was gone. I was able to snag the recipe from her and I think the most surprising ingredient was marshmallows, who’da thought?  Oh, and no candy thermometer, I don’t know what it is with recipes that involve that little contraption, but they are always a disaster for me!

Soft Caramel Popcorn Balls

We made a batch into popcorn balls thinking they would make the perfect Christmas gift for my kids to make for their friends and our neighbors.

I just mixed it up and while it was still warm had the kids roll the popcorn into balls and then into the candy of their choice. It was perfect because it only took about 15 minutes for them to do, which is about the amount of time I can expect from my 3 and 4 year old’s attention span :). Spray a little cooking oil on their hands before they roll and it cleans up easily.

I have to say, the caramel popcorn with the crushed candy canes was my favorite – delish.


Simple Soft Caramel Popcorn


1 cup butter

1 cup light brown sugar (you can use any brown sugar, it will just come out darker)

25 large marshmallows

1/2 teaspoon vanilla extract (optional)

2 bags microwave popcorn – I like Pop-Secret Homestyle, but whatever your favorite is will be great (or you could try it with stovetop popcorn – so simple and yummy too!)

  • pop the popcorn according to the packaging instructions and then pour into a bowl and take out any of the un-popped kernels.  I did this by pouring into one bowl and then into another.  The kernels should drop to the bottom of the first bowl
  • in a large pot heat the butter over medium-low until melted
  • add the brown sugar and let cook for about 30 seconds, continuously stirring.  It won’t be dissolved but that’s okay – cook it too long and it will crystallize
  • add marshmallows and stir until melted and combined
  • stir in vanilla
  • pour over the popcorn and gently stir it up

This is really good served warm, but still great once cooled too. It stays nice and soft.

For a neighbor gift I think it would be fun to make it up when you know they are home, add it to a fun festive bowl and deliver right after dinner time.  For my kids friends we just put the popcorn balls into cellophane bags and added ribbon.  I will show you the finished product tomorrow along with the jingle bell bracelets we made to go with the popcorn.


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{ 10 comments… read them below or add one }

Tamara @ Etcetorize December 13, 2011 at 5:31 pm

Yummmmmmmmmmmmm! Looks delicious. I’ll definitely give this a go over the holidays. Thanks for sharing~


Danielle December 14, 2011 at 5:24 am

This sounds really good! just a couple questions :) for marshmallows do you mean the regular size or the really big ones? (maybe you could tell me how many ounces, so any size can be used) and how much popcorn do I use? ( we don’t use pre packed micro popcorn, just kernels and a brown paper bag or do it on the stove) Thanks so much, hope I’m not being a pain :)


Destri December 15, 2011 at 11:30 am

Hi Danielle,
It is the regular size marshmallows, like you would cook over a campfire :). As for how much to pop, I would say about 8 cups? Enough to fill a large bowl. If you make it and have better measurements for me, be sure to come back and leave a comment! Thanks so much!


Ihilani December 14, 2011 at 12:52 pm

Oh this just brought back a flood of memories of my moms caramel popcorn. She had (and still has) one of those old popcorn poppers. I loved pouring the caramel over the popcorn, letting my fingers get all gooey and the best: getting to the bottom and scooping up giant globs of caramel that reached the bottom of the bowl. I am soooo going to make this.


Destri December 15, 2011 at 11:26 am

Oh Ihilani, you are my kind of gal! That is my favorite part too :). I had to hide the bowl from my kids at the end so that I could attack it with a spoon! I hope you like it, but beware…it is terribly addicting!


Amy @ The Savvy Kitchen December 15, 2011 at 7:38 am

Looks delicious! I can’t wait to try this! Also, visit me over at The Savvy Kitchen ( to enter my giveaway!


Ruth Hill December 18, 2011 at 2:48 pm

Love this recipe! Definitely on my list to try!


Samantha October 12, 2012 at 8:08 pm

Made this tonight and it’s fabulous. We sprinkled some sea salt on top before it set for salted carmel popcorn. It’s a keeper!


bj October 23, 2013 at 1:41 pm

wondering if once it is cooled if it is sticky or not?


Destri October 24, 2013 at 8:09 am

Yes, it is still slightly sticky – but with all the butter doesn’t stick to your hands too much.


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