Chewy-Soft Caramel Corn

Chewy-Soft Caramel Popcorn

This is a recipe that came from my child­hood. A recipe taken directly from my mama, who made some killer candy in her day! A recipe that before now, I only shared with a hand­ful of peo­ple, because.….well, because I liked being known as the one with the best caramel pop­corn around, and if you go around giv­ing your fab­u­lous recipe to every Heather, Nicole, and Ash­ley you meet, then how are you sup­posed to retain the title?


But I have repented of my sin, and, to com­pen­sate for my self­ish­ness of  yore, now do share this recipe with all the Heather/Nicole/Ashley’s of the world!



Chewy-Soft Caramel Corn


  • 1 stick (1/2 cup) but­ter ( just use reg­u­lar, salted but­ter for this recipe–’cause that’s what mom did!)
  • 1 pound of brown sugar (this works out to be about 2 1/2 cups packed brown sugar)
  • 1 cup corn syrup
  • 1 can (14 oz.) sweet­ened con­densed milk
  • pinch of kosher salt
  • –or–
  • fleur de sel (I use Mal­don) to use as a garnish
  • 20–24 cups air-popped pop­corn (this amount will depend on how caramel coated you like your popcorn–less pop­corn, more caramel-y!)


  1. Pre­pare two sheet pans with either sil­pat lin­ers, or but­ter spread onto sur­face. Set aside.
  2. Pop your popcorn.
  3. **One thing I ALWAYS DO when I use pop­corn: I pop each batch into a large bowl. I then shake and tap the bowl until all the hard, unpopped ker­nals set­tle to the bot­tom. Then I care­fully lift only the good pop­corn into another, larger bowl, dis­card­ing what remains. I even leave what looks like good pop­corn just to be safe because if it has set­tled to the bot­tom it likely has a hard, half-popped ker­nal that might end up crack­ing a tooth or den­tal fill­ings. This caramel pop­corn is unde­ni­ably good, but I’m not sure it’s worth hun­dreds of dol­lars of den­tal work. Then again, maybe.….**
  4. In a heavy, 6 quart pan, place the but­ter, brown sugar, and corn syrup. With the heat on medium-high, bring these ingre­di­ents to a boil. While stir­ring, slowly add the sweet­ened con­densed milk. Insert your candy ther­mome­ter and let cook, softly boil­ing, almost con­stantly stir­ring, until mix­ture reaches soft ball stage, 235–240 degrees F. on your ther­mome­ter at sea level. If you do not live at or near sea level, cal­i­brate your ther­mome­ter ahead of time.
  5. Have your pop­corn ready in a LARGE metal bowl. My big, stain­less steel bowl accom­mo­dates 10 quarts of liq­uid, and will hold 24 cups of pop­corn with room enough to mix with­out over­flow­ing while I stir. Any­thing smaller and you will just have to stir very carefully.
  6. About 2 degrees before your caramel reaches the cor­rect tem­per­a­ture, add a healthy pinch of kosher salt. Or, if you are going to gar­nish with fleur de sel, skip this step.
  7. When the caramel reaches the cor­rect tem­per­a­ture, Care­fully pour it over the popped pop­corn. Stir with a large sil­i­cone spat­ula, lift­ing and fold­ing until caramel had cov­ered pop­corn sufficiently.
  8. Divide pop­corn onto the two pre­pared sheet pans and spread out the pop­corn. It’s eas­ier to eat if you let it set while spread out than if you just put it into a bowl. It divides up pret­tier as well, if you plan on pack­ag­ing some up to give away.
  9. Let set an hour or so before packaging.
  10. Eat­ing should hap­pen sooner because it’s SO YUMMY WARM!!!


Chewy-Soft Caramel Popcorn

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  1. This looks awe­some. I just saw it on Foodgawker and pinned it to my Pop­corn board on Pin­ter­est. I LOVE caramel corn.

  2. There is some­thing really crazy going on with your web sites formatting.

    I Love many of your recipes and when I copy then paste them onto Notepad the strangest thing hap­pens, there are hyphens all over the place auto­mat­i­cally almost every word.
    I tested 7., 8., and line 9. I high­lighted them then pasted onto Notepad, hyphens every­where. I then pasted the same copy (I didn’t re-copy) here to the com­ment box, NO hyphens?
    Then when I copy what I pasted to Notepad (hyphens and all) and paste it here its back to nor­mal.
    Any expla­na­tion? Try it your­self, I’m curi­ous!
    BTW, my pop­corn is done I must go.

    • Hi, Jinger!
      You’re not the only one hav­ing trou­bles with the hyphens. We think it has some­thing to do with our recipe plug-in and we’re look­ing into it. Thanks for the heads-up!


  3. It is incred­i­bly addic­tive. I can eat an entire batch myself. And I undoubtably never feel guilty.

  4. Amaz­ing, it turned out amaz­ing. Thanks so much. I am really enjoyed your site. Nisha

  5. Won­der­ful! My grand­mother used to make chewy caramel corn every christ­mas, and this is just like it. I def­i­nitely rec­om­mend a helper to pour the caramel while you stir the pop­corn. I used a wide plas­tic spat­ula for stir­ring and I got pretty even cov­er­age– and my work­out for the day. I used 8 quarts of popped corn with the recipe above and it came out just right. Thanks for the recipe!

  6. this sounds delish.i am mak­ing it for super­bowl a lit­tle some­thing sweet to counter all those spicy things.

  7. Can peanuts, wal­nuts, or the like be added with­out mess­ing up the recipe?

    • Sure! I’d add them in as I stirred the caramel into the popcorn.

  8. How long would this last? This sounds soooo yummy

    • This caramel corn will be deli­cious for a cou­ple of days. I will loosely cover it with plas­tic wrap, but I don’t sug­gest stor­ing it in an air­tight con­tainer unless you live in a high humid­ity area. I live in a desert. Also, this stuff never lasts more than two days in my house!

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