My Favorite Caramel Popcorn Recipe!

Caramel Popcorn

One of my favorite treats is caramel popcorn! I love making a big bowl and settling in to watch a good movie! This recipe is easy to make and tastes great!


  • 2 sticks butter
  • 2 cups brown sugar, packed
  • 1 cup Karo Syrup
  • 1 14oz can sweetened condensed milk
  • popcorn


1. Pop your popcorn. I like to use an air popper, but you certainly can use microwave popcorn. Be sure to throw out the unpopped kernels! Once you mix the caramel with the popcorn, they’re almost impossible to see and very painful to bite!


2. Combine butter, brown sugar, sweetened condensed milk and Karo Syrup in a saucepan.  Turn on heat to medium and stir every few seconds until everything is melted and smooth.



3. Turn heat up a little, and stir frequently until it comes to a boil.

4. When it begins to boil, stir constantly for 3 minutes. Make sure you are scraping the bottom as you stir! It’s really easy to burn the bottom layer if it sits still for too long!


5. After 3 minutes, remove from heat and let it cool for a minute or two.

6. Pour caramel in to bowl of popcorn and stir.



This will be enough caramel for two or three big bowls of popcorn with enough to spare. The popcorn will keep for a few days, but it probably won’t last you that long! If you have any extra caramel, you can store it in the refrigerator and heat it up for ice cream or brownies! Or, if you love caramel like I do, it’s pretty great just eating it with a spoon!


 I hope you like this recipe! I’d love to hear if you make it and how you like it! And if you’re in need of a great movie recommendation, I would suggest my all time favorite, That Thing You Do! I’ve seen it so many times, I think I can easily quote the whole movie! In fact, I may watch it again tonight!