Buttery Caramel Crunch Popcorn
The caramel settles around the popcorn in golden clusters you can pull apart by hand. Condensed milk gives the buttery coating a softer bite against the crisp kernels.

Recipe link
Prep time15 min
Cook time15 min
Total time1 hr
- Course
- Snacks Misc
- Cuisine
- Granny's Recipes, American
- Difficulty
- Easy
- Est. calories / serving
- 294
Ingredients
Caramel Popcorn
- 2 gallons freshly popped popcorn — about 32 cups
- 2 ¼ cups brown sugar — packed
- ½ cup unsalted butter — unsalted
- 1 cup light corn syrup
- 1 can sweetened condensed milk — 14 oz
- ½ teaspoon fine salt — fine
- 1 teaspoon vanilla extract
Instructions
- Prepare Pans and Popcorn: Line two large rimmed baking sheets or roasting pans with parchment paper. Place the popcorn in one extra-large heatproof bowl or divide it between two large heatproof bowls or roasting pans. Carefully remove every unpopped kernel. Add mixed nuts if using.2 gallons popcorn; up to 2 cups mixed nuts, if using
- Make Caramel Base: In a heavy 4- to 5-quart saucepan, combine the brown sugar, butter, corn syrup, and salt. Cook over medium heat, stirring frequently, until the butter melts and the mixture reaches a full boil.2¼ cups brown sugar, ½ cup butter, 1 cup corn syrup, ½ tsp salt
- Cook to Soft-Ball Stage: Carefully stir in the sweetened condensed milk. Reduce the heat to medium-low and continue cooking, stirring constantly and scraping the bottom and sides of the saucepan, until the caramel reaches 235°F at sea level or forms a soft ball when dropped into cold water, about 8–12 minutes. Adjust the finishing temperature for elevation as explained in the Notes.1 can sweetened condensed milk
- Finish Caramel: Remove the saucepan from the heat and carefully stir in the vanilla extract.1 tsp vanilla extract
- Coat Popcorn: Immediately pour a portion of the hot caramel over the popcorn. Fold with two wooden spoons or heatproof spatulas, then continue adding and folding the caramel in several additions until the popcorn is evenly coated.
- Press and Cool: Divide the coated popcorn between the prepared pans and spread it into an even layer. Use a lightly dampened heatproof spatula while the caramel is hot. Once the popcorn is cool enough to handle safely, lightly dampen your hands and press it gently into the pans. Let cool completely, about 30 minutes, before breaking it into clusters.
Notes
- Texture: This family-style caramel popcorn has a soft, chewy caramel coating rather than the dry, brittle shell of oven-baked caramel corn. The freshly popped corn and optional mixed nuts provide the crunch.
- Popcorn: Use plain or lightly salted popcorn. Carefully remove every unpopped kernel before adding the caramel.
- Candy Thermometer: At sea level, cook the caramel to 235°F. At higher elevations, reduce the finishing temperature by approximately 2°F for every 1,000 feet above sea level, or use the cold-water soft-ball test.
- Caramel: Stir constantly after adding the sweetened condensed milk so the milk solids do not scorch. Work quickly once the caramel comes off the heat because it begins thickening immediately.
- Mixed Nuts: Add up to 2 cups mixed nuts, almonds, pecans, or a combination before coating the popcorn.
- Safety: Hot caramel sticks to skin and can cause a serious burn. Keep children away from the saucepan and the initial pouring and mixing stages.
- Storage: Let the popcorn cool completely before storing it in an airtight container at room temperature. It has the best texture within 2–3 days.
- Serving Suggestions: Serve with Holiday Delight Candy, Brandy Balls, Snow Drop Butter Cookies, or Crispy Party Cookies.
Nutrition (Approximate Per Serving)
Yield
18–20 servings — Serving size: About 1½ cups
- Calories
- 294
- Carbohydrates
- 57.4 g
- Protein
- 3.3 g
- Fat
- 6.9 g
- Saturated Fat
- 4 g
- Cholesterol
- 19 mg
- Sodium
- 102 mg
- Fiber
- 1.9 g
- Total Sugars
- 47.3 g
Equipment
- Heavy saucepan (4- to 5-quart capacity)
- Candy thermometer
- Heatproof mixing bowl (One extra-large bowl or two large bowls)
- Wooden spoons or heatproof spatulas (Two)
- Large rimmed baking sheets or roasting pans (Two)
- Parchment paper