Velvet Caramel Corn

Irresistibly Soft & Chewy Homemade Caramel Popcorn (Easy Stove-Top Recipe!)

Prepare to fall in love with our family’s absolute favorite soft caramel popcorn recipe! This isn’t your average crunchy caramel corn; it’s a luscious, melt-in-your-mouth delight that’s wonderfully chewy, delightfully gooey, and utterly impossible to resist. What’s even better? This no-fuss, stove-top recipe comes together in under 20 minutes, making it a perfect last-minute treat for any occasion.

Our family's cherished recipe for soft and chewy caramel corn, a truly irresistible homemade treat.

This legendary recipe has been a treasured tradition in our family for generations, passed down from my Aunt Peggy, who originally received it from her sister-in-law, Jeanette. Every year, during our much-anticipated family reunion, Aunt Peggy whips up a colossal batch of this caramel popcorn, and it’s always the first thing everyone looks forward to – myself included! It evokes so many warm memories and tastes like pure happiness.

I’m thrilled that she was kind enough to share this secret family recipe with me, and now I get to share it with you! Its simplicity is part of its charm. There’s no need for complicated steps like making caramel from scratch using intricate methods, and you can confidently leave your candy thermometer in the drawer. This truly is a no-excuses, straightforward approach to achieving caramel corn perfection.

Whether you’re planning a cozy movie night, hosting a lively family gathering, preparing festive holiday treats, or simply craving something sweet and satisfying, this soft caramel popcorn is always a hit. The recipe is designed to yield a generously large batch, making it ideal for sharing, but don’t worry – it’s just as easy to halve the ingredients if you’re looking for a smaller, more intimate portion.

Why You’ll Fall in Love with This Soft & Chewy Caramel Popcorn

This recipe delivers exactly what it promises: a delightfully soft and sticky caramel popcorn that’s ooey, gooey, and will have you licking your fingers clean! If your heart desires a super crunchy, brittle caramel corn, this particular recipe might not be your match. However, I can promise that once you experience the rich, buttery caramel flavor combined with its distinctively soft and wonderfully chewy texture, you’ll be as utterly smitten as I am. It’s a comforting, nostalgic treat that truly stands out.

Perfect for Any Occasion & a Crowd!

One of the best features of this homemade caramel popcorn recipe is its generous yield. This recipe makes a very BIG batch, producing approximately 8 quarts (32 cups!) of deliciousness, making it absolutely perfect for large family gatherings, holiday parties, school events, or even just stocking up your pantry for a week of sweet cravings. If your plans call for a smaller quantity, fret not! This recipe can be effortlessly cut in half without compromising on flavor or texture, providing you with a perfect smaller portion of this irresistible treat.

Essential Ingredients for Your Gooey Caramel Corn

Gathering your ingredients is the first step towards this incredible sweet and savory snack. You’ll likely have many of these staples in your pantry already! Here’s a detailed look at what you’ll need to create this soft caramel popcorn masterpiece (you’ll find the full, precise measurements in the recipe card at the bottom of this article):

  • Popped Popcorn: The foundation of our treat. Make sure it’s fresh and ready to be coated.
  • Unsalted Butter: Essential for that rich, luscious caramel flavor and smooth texture. Using unsalted butter allows you to control the salt content precisely.
  • Light Corn Syrup: This is a key ingredient for achieving the signature soft, chewy, and gooey texture. It prevents sugar crystallization, ensuring your caramel stays smooth and pliable.
  • Light or Dark Brown Sugar: Brown sugar adds depth of flavor with its molasses content. Light brown sugar offers a milder caramel taste, while dark brown sugar will give a more robust, deeper flavor. Either works beautifully!
  • Sweetened Condensed Milk: This secret ingredient adds an incredible creaminess and richness to the caramel, contributing to its soft consistency and irresistible taste.
  • Vanilla Extract: A splash of vanilla enhances all the other flavors, adding a warm, aromatic note that elevates the caramel.
  • Salt: A touch of salt perfectly balances the sweetness of the caramel, creating that addictive sweet-and-salty dynamic we all love.
Key ingredients for making homemade soft and chewy caramel corn, laid out for preparation.

Mastering the Pop: How to Prepare Your Popcorn for This Recipe

Before the magic of caramel can begin, you need perfectly popped popcorn. The good news is, there’s no single “right” way to pop it, so you can easily use your preferred method. The goal is fresh, fluffy popcorn, ideally plain or lightly salted, ready to embrace that rich, gooey caramel sauce.

Here are 3 easy and popular options to get your popcorn ready:

  1. Stovetop Popcorn Maker: My personal favorite, and I wholeheartedly recommend a Whirley-Pop for consistently perfect popcorn. Once you try it, you’ll understand why I’m never going back! It’s incredibly user-friendly, a breeze to clean, and delivers a big batch of perfectly popped kernels in just about 3 minutes. It’s truly a game-changer for homemade popcorn.
  2. Air Popper: An air popper is another fantastic and healthy option for popping corn. It uses hot air instead of oil, resulting in light and crispy popcorn. Just ensure your kernels are fresh for optimal popping results and minimal unpopped kernels.
  3. Microwave Bags: For ultimate convenience, there’s absolutely nothing wrong with using microwave popcorn for your caramel corn base. This is how I made it for years! The key is to choose plain or lightly salted varieties to avoid overpowering the caramel flavor. You’ll need approximately three regular-sized popped bags (yielding about 8 quarts) for this recipe to ensure you have enough popcorn to coat.

A crucial reminder: Whichever method you choose, make sure to thoroughly remove all unpopped kernels (“old maids”) from your popcorn before you combine it with the caramel sauce. No one wants an unexpected tooth-breaker in their delicious, soft caramel corn! (Here’s an easy way to do it!)

Rich and buttery caramel sauce bubbling in a pot, ready to coat the popcorn for a soft and chewy treat.

Crafting the Perfect Caramel: Step-by-Step Guide to Making Soft Caramel Corn

Once your popcorn is perfectly popped and ready, the rest of the process is quick and incredibly satisfying. You’re just three simple steps away from a batch of irresistible soft and chewy caramel corn!

  1. Whip up the Easy Caramel Sauce: This shortcut caramel is the star of the show and cooks on your stove-top in less than 15 minutes.
    • In a large, heavy-bottomed pot or saucepan, combine the butter, brown sugar, and light corn syrup.
    • Place the pot over medium heat, stirring occasionally until the butter is fully melted and the mixture appears smooth and well-combined.
    • Increase the heat to medium-high and bring the mixture to a rolling boil.
    • Once boiling, reduce the heat to low and simmer gently for 10 minutes, stirring constantly to prevent scorching and ensure even cooking. During this time, you’ll notice the caramel deepen in color, turning a beautiful golden brown.
    • After 10 minutes, immediately remove the pot from the heat. Carefully stir in the sweetened condensed milk, vanilla extract, and salt until the sauce is completely smooth and creamy.
  2. Combine Popcorn and Caramel Mixture: This is where your popped kernels get their delicious makeover!
    • You have a couple of options for combining: either use an extra-large mixing bowl or spread your popped popcorn evenly across 2-3 large cookie sheet pans lined with wax or parchment paper.
    • With your popcorn ready, generously drizzle the warm caramel sauce over it. Work quickly and efficiently.
    • Stir the popcorn gently but thoroughly until every kernel is beautifully coated with the rich, gooey caramel. Don’t be afraid to recruit a helper for this step if you have a large batch – an extra pair of hands can make it much easier to achieve even coating!
  3. Spread Caramel Corn to Cool:
    • If you mixed your popcorn in a large bowl, transfer it immediately onto fresh sheets of wax or parchment paper laid out on your counter or more cookie sheets.
    • Spread the caramel corn out into a single layer as much as possible. This helps it cool evenly and prevents it from clumping into one giant sticky mass.
    • Allow it to cool for a few minutes. As it cools, the caramel will set slightly, becoming perfectly soft and chewy without being overly sticky.

And now, the most important and enjoyable step… Taste and enjoy! I have no doubt you’ll adore every last finger-licking bite.

Pouring rich, gooey caramel sauce over a mountain of freshly popped popcorn for an irresistible treat.

Tips for Storing Your Delicious Caramel Popcorn

Proper storage is key to keeping your soft caramel popcorn fresh and delicious for as long as possible. To maintain its ideal soft and chewy texture, store the caramel corn in an airtight container. Options include large plastic containers (like Tupperware), heavy-duty zip-top bags, or even cookie tins with tight-fitting lids. Place it at room temperature, away from direct sunlight or heat. When stored correctly, your homemade caramel corn will remain wonderfully fresh for up to a week, or even longer. However, based on my family’s experience, it rarely lasts that long!

Caramel Popcorn Variations & Customizations

While this classic soft caramel popcorn recipe is perfect as is, it’s also wonderfully adaptable! Don’t hesitate to get creative and customize your batch with these delicious additions:

  • Nutty Crunch: For an added layer of flavor and texture, gently fold in a cup of your favorite roasted nuts, such as pecans, walnuts, or slivered almonds, along with the popcorn before adding the caramel.
  • Chocolate Drizzle: Once the caramel corn has cooled slightly, melt some chocolate chips (milk, dark, or white) and drizzle it artfully over the popcorn. Let the chocolate set for an extra decadent touch.
  • Sea Salt Boost: For a sophisticated salted caramel twist, sprinkle a pinch of flaky sea salt over the caramel corn immediately after coating it, while the caramel is still warm and sticky.
  • Warm Spices: Add a teaspoon of ground cinnamon or a touch of nutmeg to the caramel sauce during the simmering stage for a cozy, spiced caramel flavor, especially perfect for fall or holiday seasons.
  • Different Popcorn Types: Experiment with mushroom-shaped popcorn kernels if you prefer larger, rounder pieces that hold up well to coating.

Common Questions & Troubleshooting

Making caramel can sometimes feel a bit intimidating, but with this easy recipe, you’ll be a pro in no time! Here are a few common questions and tips to ensure your soft caramel popcorn turns out perfectly every time:

  • Why is my caramel too hard or brittle? This usually means the caramel was cooked for too long or at too high a temperature. For soft caramel, stick to the 10-minute simmer time after boiling and keep the heat on low.
  • Why is my caramel too runny or not setting? Conversely, if your caramel remains too thin and doesn’t set to a chewy consistency, it likely hasn’t cooked long enough. Ensure it reaches a full boil and then simmers steadily for the full 10 minutes, stirring constantly.
  • How do I prevent the caramel from sticking to the pot? Using a large, heavy-bottomed saucepan helps with even heat distribution. Constant stirring during the simmering phase is crucial to prevent the caramel from sticking and burning at the bottom.
  • Can I rewarm caramel corn? While best enjoyed fresh or stored at room temperature, if your caramel corn has hardened a bit, you can gently warm it in a low oven (around 250°F / 120°C) for a few minutes to soften the caramel slightly. Watch it carefully to prevent burning.

More Irresistible Caramel Delights

Do you find yourself drawn to the rich, buttery, and sweet allure of caramel as much as I do? If you’re a true caramel enthusiast, you’re in for a treat! Here are a few other beloved caramel-infused recipes from our archives that I’m confident you’ll absolutely love:

  • Caramel Stuffed Chocolate Chip Cookies
  • Caramel Apple Upside-Down Cake
  • Creamy Caramel Pie with Gingersnap Crust
  • Caramel Bundt Cake
A generous serving of gooey, soft caramel popcorn in a bowl, ready to be enjoyed as a sweet treat.

Get the Full Recipe Details

This is our family's favorite soft caramel corn recipe. It's chewy and gooey, and completely irresistible!

5 from 6 reviews

Soft and Chewy Homemade Caramel Popcorn

Servings: 24 servings
Prep Time: 10 minutes
Cook Time: 10 minutes
Total Time: 20 minutes
This is our family’s best soft, gooey, and chewy caramel popcorn recipe. It’s incredibly easy to make on the stove-top and produces a super BIG batch, perfect for a crowd or special gatherings! If desired, this recipe can be easily cut in half.
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Ingredients

 

  • 1 cup (192 grams) popcorn kernels (see Notes for popped popcorn quantity)
  • 1 cup (226 grams) unsalted butter
  • 2 ½ cups (533 grams) light or dark brown sugar
  • 1 cup (312 grams) light corn syrup
  • 14 oz (396 grams) can sweetened condensed milk
  • 1 teaspoon salt
  • 1 teaspoon vanilla extract
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Instructions

 

  • Pop popcorn according to your preference (refer to the article above for detailed suggestions). I highly recommend using a stovetop popper for best results.
  • Line 2-3 large sheet pans with wax paper or parchment paper. Spread the freshly popped popcorn evenly over the lined pans. Make sure to remove any unpopped kernels.
  • In a large, heavy-bottomed saucepan, combine the butter, brown sugar, and corn syrup over medium heat. Stir occasionally until the butter is completely melted and the mixture is smooth. Increase the heat to medium-high and bring the mixture to a full, rolling boil.
  • Once boiling, reduce the heat to low and simmer for exactly 10 minutes, stirring constantly to prevent sticking and burning. The caramel mixture will darken slightly to a rich golden brown.
  • Remove the saucepan from the heat. Immediately stir in the sweetened condensed milk, salt, and vanilla extract until the caramel sauce is smooth and thoroughly combined. Pour this warm caramel sauce generously over the prepared popcorn and stir gently to evenly coat every kernel (a helper can be very useful here!).
  • Spread the coated caramel popcorn back out onto the wax paper-lined sheet pans to cool and set for a few minutes. The caramel popcorn is best served immediately for optimal chewiness, but you can also store it in an airtight container for up to a week.

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Notes

NOTES:

  • You’ll need approximately 8 quarts (or about 32 cups) of freshly popped popcorn for this recipe.
  • If using microwave popcorn, plan on using 3 regular-sized popped bags. Ensure it is plain or lightly salted to complement the caramel.
  • Crucially, remove all unpopped kernels from your popcorn before combining it with the warm caramel sauce to avoid any hard surprises.
  • For easier mixing and coating, you can also use an extra-large mixing bowl instead of sheet pans to combine the popcorn and caramel.
  • This recipe is easily halved if you need a smaller batch.
  • Store cooled caramel corn in an airtight container at room temperature for up to one week.
Calories: 274kcal, Carbohydrates: 47g, Protein: 2g, Fat: 9g, Saturated Fat: 6g, Polyunsaturated Fat: 1g, Monounsaturated Fat: 2g, Trans Fat: 1g, Cholesterol: 26mg, Sodium: 135mg, Potassium: 113mg, Fiber: 1g, Sugar: 42g, Vitamin A: 281IU, Vitamin C: 1mg, Calcium: 71mg, Iron: 1mg
Cuisine: American
Course: Dessert, Snack
Author: Annalise Sandberg
Have you tried this recipe?I’d love to hear about it! Leave a rating and review below, or take a photo and tag it on Instagram @completelydelicious with #completelydelicious.

This recipe was originally posted November 2010 and has been updated for clarity and expanded tips.