Soft Caramel Popcorn

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Soft Caramel Popcorn #recipe from @KatrinasKitchen

There is something universal about popcorn. I don’t think I’ve met anyone who doesn’t like it in some form. Maybe it gets the star treatment from being a first I-can-cook-it-all-by-myself food for many kids. Popcorn is like a good pair of jeans: you can wear it plain or dress it up and it is still a winner.

Soft Caramel Popcorn #recipe from @KatrinasKitchen

This popcorn is dressed up and ready for a night on the town. Well actually it is probably best eaten on a night in watching a good movie with the family. Warning: you’re going to get messy (and you won’t care!).

Soft Caramel Popcorn #recipe from @KatrinasKitchen

Not only is this a delicious recipe but you are going to love me for this next tip. Okay, maybe you won’t think this is as cool as I did but I was pretty excited about it. Did you know that you can get microwave popcorn without all of the mystery ingredients?

Here’s what you need:

A brown paper lunch bag

1/3 cup of popcorn kernels

60 seconds in the microwave

That’s it! Put your kernels in the bag, fold over the top a few times and pop away! I found that 60 seconds worked in my microwave for about 1/3 cup of popcorn. You may have to play around with yours as microwaves vary.

Soft Caramel Popcorn Recipe


  • 3 bags microwave popcorn popped
  • ½ cup 1 stick of butter
  • 1 cup brown sugar
  • 1 cup light corn syrup
  • 1 can sweetened condensed milk


  • Pop popcorn according to directions. You are going to want to be sure to get ALL of the unpopped kernels out. I use a 2-bowl method. You’ll need 2 large bowls. Dump the popcorn into bowl #1. Give it a little shake and let the unpopped kernels fall to the bottom. Using your hands transfer the popcorn to bowl #2. This is best done in small batches. I usually complete one bag while the next bag is popping in the microwave.
  • In a large saucepan combine butter, brown sugar, and light corn syrup until melted and comes to a boil.
  • Reduce to low/medium heat and add the sweetened condensed milk. Stir continuously for about 5 minutes. The longer you stir the firmer your caramel will be.
  • Pour caramel over the popcorn and stir until incorporated. You will feel like it is not working at first but keep at it and the caramel will coat the popcorn.
  • Some great add-ins would be nuts, M&Ms, pretzel pieces, or chocolate chips.
- Katrina

49 Responses to “Soft Caramel Popcorn”

  1. #
    amanda @ fake ginger — May 27, 2011 at 4:24 pm

    I want some. Right now.

  2. #
    Hester Casey - Alchemy — May 27, 2011 at 4:37 pm

    I love my jeans and I love my popcorn. This sounds like a night on the town for the humble kernel. Delicious!

  3. #
    Apron Appeal — May 27, 2011 at 4:42 pm

    Soft caramel popcorn is the only way to go. It’s been a while since I’ve brought out my popper…my kids would love me if I could pull it off tonight since I they would never expect it.

  4. #
    Maris (In Good Taste) — May 27, 2011 at 4:53 pm

    What a great method! Can’t wait to pop this! Have a wonderful weekend!

  5. #
    Anonymous — May 27, 2011 at 4:53 pm

    I definite fall for the savoury popcorn more than the sweet, but this does look wonderful!
    (It’s Carolyn, BTW, having issues logging in to Blogger).

  6. #
    Audra — May 27, 2011 at 5:18 pm

    This looks amazing Katrina! I am all about sweet popcorn but nothing is worse than the hard stuff! Beautiful pictures too! Thanks for sharing!

  7. #
    Adora's Box — May 27, 2011 at 5:21 pm

    Thanks for cracking the code for microwave popcorn. I’m trying to avoid that stuff because it stinks the microwave. Love recipe for caramel popcorn.

  8. #
    Wendy Irene — May 27, 2011 at 5:21 pm

    Oh my! I have been living under a rock. I did not know you could make your own popcorn that way. I am definitely going to do that. The popcorn looks so beautiful in the jar with a bow 🙂 Have a wonderful weekend!

  9. #
    Belinda @zomppa — May 27, 2011 at 5:47 pm

    I don’t think I’d be able to put this down!

  10. #
    Lindselicious — May 27, 2011 at 6:10 pm

    Oh the caramel coating looks so light and delish. I have moved away from bagged microwave popcorn too. Who knew it was so easy right? And now we get to flavor it up any way we want! I’m normally a salty girl, but this looks so yummy I will have to try. =)

  11. #
    [email protected] — May 27, 2011 at 6:33 pm

    I have been doing the brown paper lunch bag popcorn for years now… everyone always looks at me as if I’m crazy when I tell them about it! I’m so glad you shared this!!

    And I just LOOOOOVE caramel popcorn!! Who doesn’t?!?

  12. #
    Erin — May 27, 2011 at 6:45 pm

    Who knew?! No idea you could do that with popcorn – Thanks! And this caramel popcorn, wow! Been a long time since I have had it, especially home made stuff – YEARS! Might have to change that this weekend! Thanks!

  13. #
    Lauren — May 27, 2011 at 7:37 pm

    Oh my….this could be dangerous! I am hunting down my paperboys to give this a try. 🙂

  14. #
    Rachel @ Baked by Rachel — May 27, 2011 at 8:32 pm

    Mmm fantastic. Did you make this after I devoured a bag of cracker jack? lol

  15. #
    Food Glorious Food! — May 27, 2011 at 8:33 pm

    I need some for tonight’s movie session at home 🙂

  16. #
    Shawn — May 27, 2011 at 9:58 pm

    Love it! Love it! Love it! Making this for tomorrow’s movie night 🙂

  17. #
    Chris's Gourmet Fashion — May 27, 2011 at 11:28 pm

    This sounds so yummy. I’ve got to try out this caramel coating too. Your jar there looks like real gourmet popcorn. Have a great weekend!

  18. #
    wendyweekendgourmet — May 27, 2011 at 11:46 pm

    Yum, Katrina…this looks so good! I’ve had caramel popcorn, but never soft caramel. I’ll bet this is downright addictive!!

  19. #
    Redkathy — May 28, 2011 at 12:03 am

    I think the kids would be eating this popcorn BEFORE I ever got the first bite. Yes it looks that delicious!!

  20. # — May 28, 2011 at 12:08 am

    Love this, Katrina! Popcorn is so much fun 🙂

  21. #
    Megan @ Pip and Ebby — May 28, 2011 at 12:19 am

    Ahhh, this is brilliant! Think I might go make some tonight, in fact. And I love your number 6! 🙂

  22. #
    kankana — May 28, 2011 at 12:22 am

    yumm yumm yummyy yummyy .. trust me I could go on singing holding that jar of those gorgeous looking popcorn. 🙂

  23. #
    Calamity Kate — May 28, 2011 at 12:29 am

    Yummy! This was delicious when I made it a month or two ago. Damn I want some right now… I wonder if I have the ingrediants (yay I do! Kate

  24. #
    Sinful Sundays — May 28, 2011 at 1:12 am

    That sounds like some good stuff right there! Love sweetened condensed milk.

  25. #
    Sue — May 28, 2011 at 5:28 am

    I love this kind of caramel corn-soft(unbaked)! Sounds delicious!

  26. #
    [email protected] — May 28, 2011 at 12:29 pm

    I would have to follow your advice and do a few add-ins like the choc. chips and maybe a few peanuts. Tasty recipe and ideas!

  27. #
    Rumana Rawat — May 28, 2011 at 3:30 pm

    what a awesome popcorn:)

  28. #
    Valerie — May 28, 2011 at 5:56 pm

    I am not fan of pop corn, before i went to the US i hated it… but when i tasted it with butter!! Gosh i went crazy! Now i enjoy it sometimes when i go to the movies, but pop corn like in the US… a delight!

  29. #
    Parsley Sage — May 28, 2011 at 7:26 pm

    Niiiiice! Great Memorial Day snack 🙂 And love that you likened popcorn to your favorite jeans…so, so true

  30. #
    Kate from Scratch — May 28, 2011 at 8:05 pm

    Ohm I just love caramel corn..especially with lots of peanuts and almonds. This looks delicious! Enjoy your long weekend, Katrina! 🙂 Photos feel like a Top 9 contender! *fingers crossed for you* answer your question you MUST come to the beach! lol! It’s positively imperative….I heard some one say it…it’s totally true. haahaaa! 🙂

  31. #
    Correen — May 29, 2011 at 1:10 am

    I think I have just died and gone to popcorn heaven…seriously Ms. Katrina this is like the find of the week for me! I love popcorn, my air popper just STB (my own naughty acronym 🙂 and I’ve got tons of brown lunch bags and a huge bag of popcorn that I thought would be sitting on the shelf. Side note…I was so bummed when my air popper died because I make a batch or two a week and toss it in the yard for my chickens…lol!

  32. #
    The Mom Chef — May 29, 2011 at 2:25 am

    Oh yum. I want to dive into that jar of caramel corn. It looks so amazing. I love this. Many thanks!

  33. #
    Cassie @ Bake Your Day — May 29, 2011 at 3:11 am

    Really love the idea of making things like this so simply at home rather than from a box (or bag in this case!) Wonderfully creative! 🙂

  34. #
    The Harried Cook — May 29, 2011 at 3:31 am

    Caramel corn is a favorite in our home 🙂 Thank you for sharing!

  35. #
    Michael Toa — May 29, 2011 at 11:50 am

    I love popcorn! It’s so dangerously addictive. This looks fantastic.

  36. # — May 29, 2011 at 4:02 pm

    Yum. I love caramel corn. Here in Chicago, the “Chicago Blend” at the popcorn shops is actually caramel corn mixed with cheese popcorn. I know, it sounds weird, but it’s so good!

  37. #
    JCF — May 29, 2011 at 4:17 pm

    I’m not a big fan of popcorn. But I guess its the best you can do with corn.

  38. #
    mia xara — May 30, 2011 at 5:03 am

    I surely liked the 6th instruction, Katrina!haha..Seriously,I love popcorn and this is a great alternative to the regular one I usually have! Hugs!

  39. #
    shabs — May 30, 2011 at 8:01 am

    My daughter just loves this , now I can make it for her , thanks Katrina 😀

  40. #
    Bakerbynature — May 30, 2011 at 7:43 pm

    I am seriously addicted to carmel corn… it’s a problem. Often I find myself falling asleep with a bag next to me in bed, making it at home is going to be delightfully dangerous!

  41. #
    Lynds — May 31, 2011 at 4:32 pm

    This sounds so good and your photographs are beautiful. Growing up in the UK it was all caramel popcorn – no butter or flavoured corn, so this has just taken me right back! Will definitely have to try this one : )

  42. #
    briarrose — May 31, 2011 at 5:00 pm

    I love popcorn in all it’s many forms and this looks fabulous. 🙂 I totally must try this brown bag popping method.

  43. #
    Nami @ Just One Cookbook — June 4, 2011 at 6:31 am

    I just bookmarked this recipe. I’m totally making this next time I make popcorn. LOVE IT!

  44. #
    Gina — June 7, 2011 at 3:23 pm

    I needed some of this last night with my movie. Only thing it could use is maybe a little melted chocolate drizzled over the top. Feel free to stop me at any time. lol

  45. #
    Lacey and Tyler — December 30, 2012 at 10:45 pm

    Oops I added all the ingredients at once should i start over or will it work?

  46. #
    leah — September 14, 2013 at 2:06 pm

    Holy cow. I only added half the corn syrup and 3/4 cup brown sugar and that is probably the sweetest caramel corn I’ve ever had. I love the idea, but it definitely needs some salty add ins or something to tone it down.

  47. #
    Sarah — October 8, 2013 at 12:02 am

    I tried it and this stuff is pretty dang good! It’s so soft!

    • #
      Katrina Bahl — November 2, 2013 at 9:30 am

      I’m glad you liked it!

  48. #
    Diane — December 8, 2013 at 11:23 am

    Soooo good I just made it! I added a tsp of vanilla to it too 🙂 great recipie

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