Soft Caramel Popcorn

This Soft Caramel Popcorn isn’t your average candy-coated caramel corn. This chewy caramel popcorn is a sticky delight, best eaten warm for the ultimate soft and gooey texture.

Why You’ll Love This Recipe

You know the soft and chewy caramel that you love on caramel apples? Combine that with snack-able air-popped popcorn and you’ve got this soft caramel popcorn.

Unlike the crispy, crunchy, candy-coated caramel popcorn, this no-bake caramel popcorn is soft and sticky. It’s got a finger-licking gooey texture and tastes amazing freshly made and warm. You can even shape it into caramel popcorn balls, if you’d like.

This is the caramel popcorn I grew up on. My mom would make it around Christmas time for us and our neighbors. I actually didn’t even know they had crunchy caramel corn until I was an adult. I by far prefer this soft caramel popcorn, and it’s super simple to make. Let me show you how!

Popping Corn

First you’ll start by popping some popcorn kernels. White or yellow popping corn is fine.

You will need 16 cups of popped corn for this soft caramel popcorn recipe. This is about 8 Tablespoons (1/2 cup) of kernels, if every kernel pops.

Your best option is to use an air-popper. [affiliate link] This tends to have the least amount of wasted kernels.

If you don’t have an air-popper, you can use a paper bag and your microwave. I found it best to pop 2 Tablespoons of kernels at a time so that I didn’t have too many un-popped kernels leftover. And so that I wouldn’t burn my popcorn trying to pop them all. (Hopefully my trial and error helps you out.)

• Place 2 Tbsp of popcorn kernels in the paper bag. Fold the bag twice and microwave for approximate 2 minutes and 15 seconds. (Every microwave is different, but if I microwaved longer than 2:15 in my fairly new (3 year old) 1200 watt microwave, the popcorn would start to burn.)
• NOTE: You can re-use the paper bag once, fairly safely. Then you will want to use a new paper bag if you need more popcorn, to prevent it from catching fire.

The final option is to use lightly salted or light butter microwave popcorn. Avoid varieties with lots of butter and salt. You will need approximately 2 bags. (Each bag is about 8-9 cups of popped corn.)

How to Make Soft Caramel Popcorn

Once you have your popcorn popped, pick out the un-popped kernels and place the popcorn inside of an extra large bowl (or two medium-sized bowls) with extra room for stirring. Then make the caramel.

1. Combine the butter, brown sugar, sweetened condensed milk, and light corn syrup in a large saucepan.
2. Stir ingredients together while cooking over medium heat.
3. Continue stirring as the mixture begins to simmer.
4. Boil for 2 1/2 minutes, stirring constantly. Then remove from heat. (Mixture should reach 225-235˚F with a food thermometer.)[affiliate link]

• Pour the caramel over the popcorn. Stir until coated, being careful not to burn yourself with the hot caramel.
• Allow the soft caramel popcorn to cool slightly. Then enjoy while still warm. Store any leftovers in a zip-top bag or airtight container for up to 5 days.

This chewy caramel popcorn is an easy snack that feeds a crowd. Perfect for movie night! You’re going to love it!

Notes About this Chewy Caramel Popcorn

• Soft vs Crispy Caramel Corn: You can tell by it’s lighter color that this caramel popcorn is soft. This is partly because I used light brown sugar, but also because it is cooked for a shorter amount of time.
  • If you like crunchy caramel popcorn, you can keep cooking the caramel to the firm ball stage (250-265˚F.) Instead of a using a bowl, line a sheet pan with a silicone baking mat and add the popped corn. Drizzle the caramel over the top, quickly stir the popcorn, and spread it back out to keep it from clumping together.
• TIP: Use an instant read thermometer [affiliate link] — It’s important to not over-cook the caramel, if your goal is to make a soft caramel popcorn. Only cook the caramel to 225-235˚F.

Other Popcorn Recipes

• Marshmallow Popcorn
• Cookies and Cream Popcorn
• Muddy Buddy Popcorn
• Colored Popcorn

*If you make this, please rate and review the recipe in the comments below. THANKS!

*Originally published 10/25/2012. Post updated September 2023.