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Today I'm so excited to share how to make Caramel Popcorn. With just a few simple ingredients, you can take your regular popcorn to a whole new level. Baking it in the oven makes it nice and crunchy, and leaves the house smelling like heaven!

A large white bowl of caramel popcorn, with some wooden spoons.

Popcorn is a main staple at our home. For me and some of my siblings, popcorn sometimes equals dinner. I love choosing a night to curl up on the comfy corner of our sectional with a jumbo bowl of popcorn, a large glass of ice water (or something stronger), and the remote control. A good Netflix Show or another episode of This is Us, and the volume turned up slightly to hear the TV over my crunching.

This Caramel Popcorn is something I remember making with Mom over the years. She'd make several batches of this, and whoever was around would just hang in the kitchen for hours – munching and crunching and chatting and laughing. Memories of "home" that I'll always treasure.

Two spoons lifting up some caramel popcorn over a large bowl.

Ingredients needed for Caramel Popcorn:

  1. Popcorn – You'll need three tablespoons of oil and about 3/4 cup of popcorn kernels to make the popcorn in a Stir Crazy. You can also pop it according to your desired method.
  2. Butter – I use unsalted, regular butter.
  3. Brown Sugar – I prefer the light version of brown sugar.
  4. Syrup – You'll need to use about 1/2 cup of white corn syrup for this recipe.
  5. Vanilla – I love the Watkins brand of vanilla.
  6. Salt – Kosher salt is my go-to.
  7. Baking Soda – Gives the caramel mixture the rise.

How to make the best homemade caramel popcorn:

  1. Make a big batch of popcorn. I love using my stir-crazy popcorn popper, which I've used my entire life. To make this recipe, you'll need about 2 tablespoons of oil (I prefer olive oil) and approximately 3/4 cup of popcorn kernels.
A large bowl of popcorn in stir crazy lid.

2. Make the caramel topping. In a large stock pot, melt the butter. Then add the brown sugar and corn syrup and bring mixture to a boil. Let simmer for a couple of minutes, and then add the vanilla, salt, and baking soda. Continue cooking and stirring constantly. The mixture will start to grow, so be careful to avoid boiling over.

A stock pot with the bubbly caramel topping for the popcorn.

3. Pour caramel over the popcorn. Carefully, pour the caramel over the popcorn, and immediately stir to evenly coat the popcorn.

4. Bake. Prepare two baking sheets with baking spray, and spread the caramel popcorn evenly. Bake on 225 degrees for an hour, stirring every 20 minutes.

A sheet pan with the caramel popcorn spread out.

 A few tips for making epic caramel corn:

  1. So first off. Get a Stir Crazy Popcorn Popper STAT. It's the BEST popper, in my opinion. All of my siblings own one (or two) and I made sure both boys had one when they left home. I've gone through a few of them, and I'm pretty sure the one I had in college wore out, because it was dinner or snack almost daily.
  2. You need two tablespoons of oil and about 3/4 cup of popcorn kernels to make 6 quarts (needed for this recipe).
  3. The caramel topping cooks very quickly. Just make sure you stay close to the stove so it doesn't cook over. The baking soda makes the mixture start to grow – which is when you know that's it done.
  4. BEWARE – because it's addicting. Your family will gobble it up. You will eat more than you wanted to. Your kid who works at the local popcorn store will tell you it's better than the caramel corn they sell. Even the dog will go crazy begging for some. My solution was to throw some of it in a freezer bag and run it to the laundry room freezer as fast as I could.
Two small serving bowls of caramel popcorn.
A handful of caramel popcorn.

Make this snack next: Spicy Chex Party Mix

Please let know if you try this recipe. Be sure to comment and leave a review on the blog so I can see what you think. You can also like my Facebook Page, follow me onPinterest, and catch me onInstagram.

xoxo ~Sue

A large white bowl of caramel popcorn, with some wooden spoons.

  • 24 cups popcorn (popped) – 6 quarts
  • 1 cup unsalted butter
  • 2 cups brown sugar
  • 1/2 cup corn syrup
  • 1 teaspoon vanilla
  • 1 teaspoon salt
  • 1 teaspoon baking soda

  • Pop 6 quarts of popcorn, removing any un-popped seeds. Pour into large bowl and set aside.

  • In a large stock pan, combine butter, brown sugar, and corn syrup. Bring to a boil, and cook for two minutes.

  • Add vanilla, salt and baking soda, and mix well. Stir for a couple of minutes until it starts to "grow". You will know it when you see it.

  • Pour mixture over popcorn, and stir until popcorn is well coated.

  • Spread on baking sheets and bake at 225 degrees for one hour, stirring every 20 minutes.

  • Cool, and store in an airtight container.

  1. You need two tablespoons of oil and about 3/4 cup of popcorn kernels to make 6 quarts (needed for this recipe).
  2. The caramel topping cooks very quickly. Just make sure you stay close to the stove so it doesn't cook over. The baking soda makes the mixture start to grow – which is when you know that's it done.
  3. This caramel popcorn stays well on the counter, for up to five days, in an airtight container.
  4. You can freeze this popcorn as well, up to three months.

Calories: 401 kcal | Carbohydrates: 64 g | Protein: 3 g | Fat: 16 g | Saturated Fat: 9 g | Cholesterol: 40 mg | Sodium: 307 mg | Potassium: 125 mg | Fiber: 3 g | Sugar: 46 g | Vitamin A: 515 IU | Calcium: 38 mg | Iron: 1 mg