This Soft Caramel Popcorn is a chewy, sticky twist on classic caramel corn. Warm and gooey, it’s best enjoyed fresh for that irresistible, melt-in-your-mouth texture.

Why You’ll Love This Recipe
If you enjoy the soft, buttery caramel on homemade caramel apples, you’ll love this version on popcorn. Instead of a hard, crunchy coating, this recipe yields a tender, sticky caramel that clings to air-popped popcorn for a soft, chewy treat.
This no-bake caramel popcorn is simple to make and perfect for serving warm. It can also be shaped into popcorn balls if you prefer a handheld snack. It’s a nostalgic, family-friendly recipe—one that’s quick to prepare and feeds a crowd, making it ideal for movie nights, parties, and holiday gifts.

Popping Corn
You’ll need about 16 cups of popped corn for this recipe. That’s roughly 1/2 cup (8 tablespoons) of kernels if most of them pop. Either white or yellow popping corn will work.
The cleanest method is an air popper, which leaves fewer unpopped kernels. If you don’t have one, you can pop kernels in the microwave using a paper bag. Try 2 tablespoons of kernels at a time to avoid burning and reduce unpopped kernels. Fold the top of the bag twice and microwave for around 2 minutes 15 seconds, watching closely—microwave times vary. Only reuse a paper bag once to reduce fire risk.
As an alternative, use two bags of lightly salted or light butter microwave popcorn. Avoid heavily buttered or extra-salty varieties so the caramel flavor can shine.

How to Make Soft Caramel Popcorn
Once the popcorn is popped, remove any unpopped kernels and put the popcorn into a very large bowl or two medium bowls to leave room for stirring. Prepare the caramel in a saucepan on the stove.

- In a large saucepan, combine the butter, brown sugar, sweetened condensed milk, and light corn syrup.
- Heat over medium, stirring to dissolve the sugar and combine the ingredients.
- As the mixture simmers, continue stirring to prevent scorching.
- Boil the mixture for 2 1/2 minutes, stirring constantly, then remove from the heat. If using a thermometer, the caramel should register about 225–235°F for a soft, chewy texture.

- Pour the hot caramel over the popcorn and stir gently until the kernels are evenly coated. Take care—caramel is very hot.
- Let the popcorn cool slightly, then serve warm for the best soft, gooey texture. Store any leftovers in an airtight container or zip-top bag for up to 5 days.
This chewy caramel popcorn is an easy crowd-pleaser and a great homemade snack for cozy nights or gatherings.

Notes About This Chewy Caramel Popcorn
- Soft vs. Crispy: This recipe produces soft caramel popcorn with a lighter color and tender chew because it uses light brown sugar and a shorter cooking time. For crunchy caramel corn, cook the caramel longer to the firm-ball stage (250–265°F), then drizzle over popcorn on a lined sheet pan and stir quickly to coat and separate the pieces.
- Thermometer tip: An instant-read thermometer is helpful to ensure you remove the caramel at the soft-ball temperature (225–235°F) if you want the chewy texture rather than a brittle coating.
Other Popcorn Recipes
- Marshmallow Popcorn
- Cookies and Cream Popcorn
- Muddy Buddy Popcorn
- Colored Popcorn
If you make this recipe, please leave a rating and review in the comments. Thank you!

Soft Caramel Popcorn
Amber Brady
Ingredients
- 16 cups air-popped popcorn (about 1/2 cup kernels)
- 1/2 cup (113 g) salted butter (or unsalted plus 1/4 tsp salt)
- 1 cup (200 g) brown sugar, packed
- 7 oz (198 ml) sweetened condensed milk (half a 14 oz can)
- 1/2 cup (118 ml) light corn syrup
Equipment
- Air popper (optional)
- Instant-read thermometer (recommended)
- Large saucepan and silicone spatula
Instructions
- Air-pop or microwave popcorn to yield 16 cups. Remove unpopped kernels.
- Place the popped corn in a large bowl with room for stirring.
- In a large saucepan, combine butter, brown sugar, sweetened condensed milk, and light corn syrup. Cook over medium heat, stirring until combined.
- When the mixture simmers, continue stirring and boil for 2 1/2 minutes. Remove from heat. (A thermometer should read about 225–235°F for soft caramel.)
- Pour the hot caramel over the popcorn and stir carefully to coat.
- Allow to cool slightly and serve warm. Store leftovers in an airtight container up to 5 days.
Notes
- About 1/2 cup popcorn kernels yields 16 cups popped.
- Lightly salted or light butter microwave popcorn can be used—about two bags.
Nutrition
*Originally published 10/25/2012. Post updated September 2023.
