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


  1. 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.
  2. In a large saucepan combine butter, brown sugar, and light corn syrup until melted and comes to a boil.
  3. 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.
  4. 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.
  5. Some great add-ins would be nuts, M&Ms, pretzel pieces, or chocolate chips.


  • Using my brown paper bag method I used 5 paper bags filled with 1/3c kernels each time
- 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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