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Caramel Popcorn

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  • 3/4 cup popcorn kernels, popped ((about 20 cups of popped popcorn))
  • 2 cups brown sugar
  • 1 cup corn syrup
  • 1/2 cup butter (1 stick)
  • 1 can sweetened condensed milk


  1. Pop popcorn using a hot air popper or other any popcorn machine you have. Place popped popcorn in a large bowl, removing any kernals. Set bowl aside.
  2. In a large saucepan, combine all the ingredients and cook over low heat, stirring constantly until sugar is dissolved.
  3. Increase the heat to medium and bring to a boil, stirring constantly. Cook until a softball stage (don’t overcook!) then remove from heat and pour over popped popcorn. Carefully stir until all the popcorn is covered. Let cool slightly before eating.


You can use microwave popcorn if you want. You’ll need about 2 1/2 to 3 bags, depending on how well it pops up. When I do use microwave popcorn I usually use the light, so there’s not a lot of salt and butter on it. I have used the movie theater butter kind before and it’s delicious with the caramel sauce poured over it, it’s just a little richer tasting with the buttered popcorn.

I use the cold water test to check for the softball stage. I take it off the stove as soon as it forms a really soft ball, I don’t let it get to a firm softball because I like my popcorn to stay soft and gooey. Once it comes to a full boil, it only takes 4 to 5 minutes to get it to the right softball stage.

  • Category: Candy/Treats