This caramel popcorn recipe is soft, chewy and completely covered in buttery homemade caramel made with brown sugar, butter and sweetened condensed milk. It comes together on the stovetop in just 25 minutes with no baking and no candy thermometer, giving you gooey caramel popcorn that stays soft instead of turning hard and crunchy by being baked in the oven.
And that is VERY important around here.
When I was a little girl, there was a man at our church who made caramel popcorn balls every Halloween. I remember being SO excited to get one…until I bit into it. It was the hardest, driest popcorn ball I had ever tried to eat, and I can still remember the scraping and crunching against my teeth. 😂
There is absolutely a time and place for crunchy caramel corn, but caramel popcorn balls are not it for me.
So when I started making caramel popcorn for my own family, I wanted the exact opposite: soft, sticky, chewy caramel popcorn that makes your fingers a complete mess. This is it, and it has become one of our kids’ favorite Sunday night treats.
I’ve learned a few secrets along the way too, including the one type of popcorn kernel I will always buy for caramel popcorn and exactly how long to cook the caramel so it stays soft without being runny.
Why You’ll Love This Caramel Popcorn Recipe
- Soft and chewy: This isn’t crunchy, baked caramel corn. The caramel stays gooey and soft.
- No oven required: Everything comes together on the stovetop and gets poured right over the popcorn.
- No candy thermometer: The 10-minute cooking time takes the guesswork out of the caramel.
- Big, buttery caramel flavor: Brown sugar, butter, vanilla and a little salt keep the caramel rich without tasting one-note sweet.
- Perfect for sharing: Make a big batch for movie night, game day, Halloween or holiday parties.
Ingredients You’ll Need
You only need a handful of ingredients for homemade caramel popcorn. The measurements for each ingredient can be found in the recipe card below.
- Mushroom popcorn kernels: My FAVORITE for caramel popcorn. Mushroom popcorn pops into big, round pieces that hold up much better under the hot caramel. I buy Amish mushroom popcorn kernels.
- Unsalted butter: Creates the rich, buttery base of the caramel sauce.
- Brown sugar: Gives the caramel its deep molasses flavor. Light or dark brown sugar both work, and I often use half of each.
- Light corn syrup: