Chewy Caramel Popcorn Recipe
Indulge in the yummiest Chewy Caramel Popcorn recipe. Irresistibly gooey, buttery, and absolutely divine. Easy recipe that is sure to be a hit!
On pretty much every Sunday, we make a treat. It varies from week to week as we rotate through our favorites, like English Toffee Bars, Sheet Pan Chocolate Chip Cookies, and German Chocolate Brownies. Also at the top of the list is the hugely popular Chewy Caramel Popcorn.
Popcorn is like another food group at our house, and there aren’t many nights that go by where someone isn’t asking if we can make some. We love it the traditional way, but adding caramel is just another yummy and delicious way to enjoy it. And at our house, the chewier and gooey-er the better! It’s definitely one of our very favorite family recipes, and always a hit whenever we serve it at parties or give it as gifts. Best of all, it’s a simple, straightforward recipe that’s easy and quick to make. The only hard part is waiting for it to cool down enough to eat!
Table of contents
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Ingredients
- Butter
- Brown sugar
- Granulated sugar
- Sweetened condensed milk
- Corn syrup
- Vanilla extract
- Popped popcorn
Equipment
- Candy thermometer — For this recipe, you really need a candy thermometer. If you don’t have one, and want to make caramels and other candy, it makes a huge difference. This is an awesome one! You will need an inexpensive pot clip to go with it.
- Large saucepan — You want a larger pan so the caramel has plenty of room to bubble and boil up, so it doesn’t go over the sides. It should be a heavy bottom pan, and not nonstick–this will help the caramels not to burn.
- Popcorn popper — I prefer to use air popped popcorn, but if you don’t have a popcorn popper, you can use microwave popcorn instead. It will have a slightly different taste, but it’s still good. But there is also a microwave air popper as well, if you want to use your microwave and still have air popped popcorn!!
- Silicone spatula – This is a nice to have option–it can handle up to 600 degrees and the flatness works well making candy. I’ve also used a wooden spoon plenty of times and that works too!
How to make
Pop the popcorn first, and place in a large bowl.
Combine the rest of the ingredients except the vanilla in a large, heavy saucepan. Bring to a boil over medium heat, making sure to STIR constantly. If not, it will burn, so keep stirring! (Perfect time for an audio book…)
Keep stirring as it boils until it reaches the soft ball stage, 234 degrees on your candy thermometer. (Remove from heat, stir in the vanilla, then immediately pour over the popcorn. Stir until coated. Let cool, then enjoy! (FULL PRINTABLE RECIPE BELOW)
TIP: Calibrate your candy thermometer before starting to ensure the proper degrees are reached. It’s easy to do! Bring water to a boil, and place the thermometer in the water at least 2 inches to read the temp. It should read 212 degrees. For every degree that it’s off, you’ll need to adjust the final temperature by that same amount. For example, if it reads only 210 in the boiling water, then instead of 234, you only need it to get to 229.
FAQ
Yes, definitely. I’d suggest using one that doesn’t have as much butter–it can affect the taste–but it’s still good. And some prefer it!
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Movie nights will never be the same! I also like to package it up in the holidays–plastic treat bags with holiday ribbon–and give to friends, teachers, and neighbors. It’s perfect for gift-giving, parties, and at home with your family.
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Chewy Caramel Popcorn

Equipment
- Candy thermometer Pot clip needed for this particular one
Ingredients
- 1 cup brown sugar
- 3/4 cup granulated sugar
- 1/2 cup butter
- 1-14 oz. can sweetened condensed milk
- 1 1/2 cup corn syrup
- 16 cups popped popcorn
Instructions
- Before you start making the caramel, make sure you have popped popcorn in a large bowl and set aside.
- Combine the rest of the ingredients except the vanilla in a large, heavy saucepan. Bring to a boil over medium heat, making sure to STIR constantly. If not, it will burn, so keep stirring!
- Keep stirring as it boils until it reaches the soft ball stage, 234 degrees on your candy thermometer.
- Remove from heat, stir in the vanilla, then immediately pour over the popcorn. Stir until coated. Let cool, then enjoy!
Notes
*Originally posted 2014
I seriously can’t wait to try this! We are HUGE popcorn fans at our house and this will just be one more way we can enjoy it! Thank you for sharing!
We are huge popcorn fans too! I think it’s another food group around here, lol. You’ll have to let me know what you all think! xoxo
Right now! That popcorn looks amazing. I never had any that was chewy on purpose!
LOL!! Chewy on purpose is the only way to go! :)
What altitude do you live at or are you at sea level…so I can adjust the recipe since I live at 4,000 feet? thanks
We live at sea level! xo
Love this recipe!! Thank u so much!!
You are so welcome!!! xo
4/3/14…..made this and it is so so yummy. I was not sure about the soft and chewy but I actually think I like it better now that I have tried it.
Thank you for sharing this.
Yay! So glad you liked it! Soft and chewy is the best. :) xoxo
I want to make this recipe but i have one question is it 16 cups of popped popcorn?
Yes, 16 cups of already popped popcorn!
any idea how long this caramel corn will last before it sugars?
It never lasts too long, lol. However, I think it would be okay for 2-3 days. xoxo
My daughter and I just made this today….she enjoyed helping and it tastes great! There was more ‘sauce’ than expected and it will totally cover all of your popcorn. This is not a bad thing as there are many recipes out there that barely cover…so those that like a lot of gooey caramel on your popcorn – this is it!!
Yes, all that caramel-y goodness is why I love it. :) So glad you did too!!! xo
We love popcorn as well, however we like the hulless popcorn…can you use that or will it get too soggy??
I’m not sure–I’ve never used that kind of popcorn before. It’s worth a try! :) Maybe make a smaller batch, so you can eat it in one sitting, and then you can test it out. I might add a little less caramel to a little more popcorn too. Good luck, and let me know how it goes!! xoxo
The first direction said to combine *all* ingredients in the saucepan, which I did, but it looks like I should have left the popcorn out :(
So sorry, Carrie! :( I changed the recipe so it would make more sense!
I can’t wait to try your popcorn in a bag as well as your Chewy Carmel Popcorn recipes! I’ve never seen a recipe including sweetend condensed milk for Carmel Popcorn. Knowing the delicious Carmel sweetend condensed milk makes by itself, I can’t wait to try it with all the yummy other ingredients & taste test! A basket including some popcorn in a bag, your recipe & most ingredients, with a family book or movie would be a great cozy Christmas gift. Thank you for sharing! New to your site & looking forward to discovering more recipes!
The sweetened condensed milk makes it so creamy and delicious! You’ll have to try it and let me know what you think! :)
Do you have a suggestion about pouring caramel over the popcorn? 16 cups is a lot of popcorn. Do you separate out into bowls and then pour? Or do you just have 1 huge bowl.
I do one huge bowl!! Just pour it over the popcorn and use a large wooden spoon to stir until covered! Enjoy!! xoxo
I am about to give this recipe a try, it looks so delish!! Can you package it up as gifts? I am just wondering how long it will stay fresh.
You can give it as gifts! I would give it within a day of making it–maybe two–but I wouldn’t go past that. Popcorn balls are also a fun way to give it! If you’re packaging it up, I would add even more popcorn, so it’s not quite as gooey. Yummy!! Now I want to go make some!!!
I made this; best Carmel corn!! I made it again and added marshmallows!! Was very good
Ooooh, marshmallows sound YUM!! So glad you loved it too!!! xoxo
Do you white or golden corn syrup?
I use white corn syrup!
Is there anyway to make this recipe without using corn syrup at all? Can possibly honey be substituted?
Honestly, I have no idea. I’m so sorry! I’ve never boiled honey that long to see what the consistency would be. You could try it in a very small batch to see if it works–and if you do, let me know!