Soft and Chewy Peanut Butter Popcorn

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Homemade no-bake peanut butter popcorn with caramel coating, crunchy Rice Krispies and colorful M&M's.

Watch out, caramel popcorn, because this peanut butter popcorn is going to take over the world! It’s soft, chewy and loaded with rich peanut butter caramel, crunchy Rice Krispies and colorful M&M’s! This easy, no-bake sweet and salty treat is perfect for movie nights, parties and sharing with friends!

This recipe comes from my Aunt Helen, and it’s one of those treats you just can’t stop grabbing handfuls of! The combination of buttery popcorn, gooey peanut butter caramel and chocolate candies is absolutely irresistible.

And trust me, don’t skip the Rice Krispies! They add the best little crunch to all that chewy, peanut buttery goodness!

Why You’ll Love This Peanut Butter Popcorn

  • Sweet and salty perfection: The salty popcorn perfectly balances the rich, sweet peanut butter caramel.
  • The best texture combination: Soft, chewy popcorn, crispy Rice Krispies and little bites of chocolate candy make every handful different.
  • A fun twist on caramel popcorn: If you love traditional caramel popcorn, the addition of creamy peanut butter takes it to a whole new level!
  • Perfect for sharing: Make a big bowl for movie night, take it to a party or package it up for friends and neighbors.

Ingredients You’ll Need

You only need a handful of ingredients to make this sweet and salty peanut butter popcorn!

  • Butter: Creates a rich, buttery base for the soft caramel coating.
  • Sugar: Sweetens the caramel and gives it that delicious candy-like flavor.
  • Karo Syrup: Light corn syrup helps keep the caramel smooth and chewy instead of grainy.
  • Creamy Peanut Butter: Adds rich peanut butter flavor and makes the caramel extra creamy. I prefer regular creamy peanut butter for the smoothest results.
  • Popcorn: You’ll need 10 cups of popped popcorn. I love buttery, salty movie theater popcorn because it balances the sweet caramel, but regular microwave, stovetop or air-popped popcorn works too. Remove any unpopped kernels before adding the coating.
  • Rice Krispies: Add the most delicious little crunch throughout the chewy popcorn.
  • M&M’s: Use any variety you love! Peanut butter M&M’s are my personal favorite, but peanut, plain, mini or fun seasonal flavors all work. I used peanut butter cinnamon roll M&M’s and mini M&M’s in the photos!
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Soft & Chewy Caramel Popcorn (No Bake!)

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Soft and chewy homemade caramel popcorn piled in a serving bowl

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:
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