Soft Creamy Caramel Popcorn Recipe

Dessert, Recipes / 78 Comments

Hello my name is Sarah, I am married to a caramel popcorn snob. Well snob is kind of harsh, maybe I should call him a caramel popcorn critic. Yes that sounds nicer.  I grew up making Caramel popcorn in a bag which turns out nice and crunchy, just the way I like it.  My husband however is not a fan of crunchy caramel corn, he likes Soft Creamy Caramel Popcorn.  But Soft Creamy Caramel Popcorn scares me because it can pull a filling out of your tooth if you are not careful. Some recipes are TOO sticky, while others leave the popcorn almost soggy.

I am excited to share this recipe with you, it gets the thumbs up and approval from my husband. My kids all love it, best part is it is super easy too make too.  Hope you enjoy this recipe for Soft Creamy Caramel Popcorn as much as we do!

Soft Creamy Caramel Popcorn Recipe

What you need:

  • 14 oz can of Sweetened Condensed Milk
  • 1 stick of butter (1/2 a cup)
  • 1 cup brown sugar firmly packed
  • 10 oz bag of mini marshmallows
  • 1/2 teaspoon baking soda
  • 1 teaspoon vanilla
  • 24 cups of popcorn

Tools I like to use for this recipe:

Directions:

You will need to pop 24 cups of popcorn. We love to use our  Stir Crazy popcorn popper it gives the popcorn a great flavor and crunchy texture.  We do add a pinch of salt to each batch, but do not butter it.  But you can use plain or buttered popcorn for this recipe, we just prefer plain.  Once you have popped your popcorn, measure out 24 cups and set aside while you make the caramel sauce.  I would recommend fluffing your popcorn to try and get all the corn kernels that did not pop to sink to the bottom. Toss those in the trash, so you don’t bust your tooth on them (yes my husband has done that more than once).

This makes a BIG batch of popcorn, 24 cups.  I love the Thatsa Mega Tupperware Bowl  for this recipe. It is big enough to hold everything and allows me to stir and mix without popcorn falling out over the sides.

In a Sauce pot 6 quart or larger add your sweetened Condensed Milk, butter, brown sugar and marshmallows.  Over medium heat stir still they are well blended and just come to a low boil. Normally takes about 6-7 minutes.  Make sure you do this over medium heat if your temperature is too high your sugar will not dissolve which gives you a gritty texture.  I always stir the whole time to prevent scorching the butter and milk.

Once it has come to a low boil, take off heat.  Stir in your vanilla (pure vanilla is best) and sprinkle in the baking soda.  Do this in a dusting motion so you do not get a big clump of baking soda in your caramel sauce. Be aware that the baking soda will cause your caramel sauce to double in size and become soft, almost foamy.  Stir in well then quickly pour over the popcorn you have waiting for you in a bowl.

It will be a bit sticky so I recommend using a Silicone spatula  to mix it all together really well. DO NOT try to eat it right away because it is hot! Give it a few minutes to cool down. You can eat it right out of the bowl. Or you can pour it onto a Aluminum Commercial Baker’s Half Sheet.  Then as it cools you can cut it into Soft Creamy Caramel Popcorn squares.  You can also shape them into Soft Creamy Caramel Popcorn balls.

The caramel is super soft at first this is our favorite time to eat it. After an hour or so it starts to firm up and is still soft, just more like a soft and chewy rice crispy treat that will hold its shape. But still soft and you can easily pull it apart and eat it.  It really is amazing! I love that you can make it a few days before an event and it is still delicious!

Try this Soft Creamy Caramel Popcorn Recipe out, let me know what you think. I hope you enjoy it as much as my family does! Perfect for large groups or family movie night!

Watch our Recipe Video

Soft Creamy Caramel Popcorn Recipe

  • Soft Creamy Caramel Popcorn Recipe
  • What you need:
  • 14 oz can of Sweetened Condensed Milk
  • 1 stick of butter (1/2 a cup)
  • 1 cup brown sugar firmly packed
  • 10 oz bag of mini marshmallows
  • 1/2 teaspoon baking soda
  • 1 teaspoon vanilla
  • 24 cups of popcorn
  • Tools I like to use for this recipe:
  • Stir Crazy popcorn popper
  • Aluminum Commercial Baker's Half Sheet
  • Silicone spatula
  • Sauce pot 6 quart
  • Thatsa Mega Tupperware Bowl
  1. Directions:
  2. You will need to pop 24 cups of popcorn. We love to use our Stir Crazy popcorn popper it gives the popcorn a great flavor and crunchy texture. We do add a pinch of salt to each batch, but do not butter it. But you can use plain or buttered popcorn for this recipe, we just prefer plain. Once you have popped your popcorn, measure out 24 cups and set aside while you make the caramel sauce. I would recommend fluffing your popcorn to try and get all the corn kernels that did not pop to sink to the bottom. Toss those in the trash, so you don’t bust your tooth on them (yes my husband has done that more than once).
  3. This makes a BIG batch of popcorn, 24 cups. I love the Thatsa Mega Tupperware Bowl for this recipe. It is big enough to hold everything and allows me to stir and mix without popcorn falling out over the sides.
  4. In a Sauce pot 6 quart or larger add your sweetened Condensed Milk, butter, brown sugar and marshmallows. Over medium heat stir still they are well blended and just come to a low boil. Normally takes about 6-7 minutes. Make sure you do this over medium heat if your temperature is too high your sugar will not dissolve which gives you a gritty texture. I always stir the whole time to prevent scorching the butter and milk.
  5. Once it has come to a low boil, take off heat. Stir in your vanilla (pure vanilla is best) and sprinkle in the baking soda. Do this in a dusting motion so you do not get a big clump of baking soda in your caramel sauce. Be aware that the baking soda will cause your caramel sauce to double in size and become soft, almost foamy. Stir in well then quickly pour over the popcorn you have waiting for you in a bowl.
  6. It will be a bit sticky so I recommend using a Silicone spatula to mix it all together really well. DO NOT try to eat it right away because it is hot! Give it a few minutes to cool down. You can eat it right out of the bowl. Or you can pour it onto a Aluminum Commercial Baker’s Half Sheet. Then as it cools you can cut it into Soft Creamy Caramel Popcorn squares. You can also shape them into Soft Creamy Caramel Popcorn balls.
  7. The caramel is super soft at first this is our favorite time to eat it. After an hour or so it starts to firm up and is still soft, just more like a soft and chewy rice crispy treat that will hold its shape. But still soft and you can easily pull it apart and eat it. It really is amazing! I love that you can make it a few days before an event and it is still delicious!
  8. Try this Soft Creamy Caramel Popcorn Recipe out, let me know what you think. I hope you enjoy it as much as my family does! Perfect for large groups or family movie night!

 

 

 

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78 thoughts on “Soft Creamy Caramel Popcorn Recipe”

  3. Verna Dufrene Hebert

    My grandkids are eager to make the treats, especially cookies, but they all disappear when it’s time to clean up !!! No clean up, No cookies !!!!

  6. Nancy Sax Simmons

    When Barbara Rauckhorst makes this I will go to her house and get some . Sounds and looks yummy!!

  7. Amy Hughes

    A Thrifty Mom thank you so much!! This is way different than rice crispy treats. I could tell that from the video.

  25. Rochelle Nicole Cooper

    Follow the rice crispy treat recipe and add popcorn instead of crispy

  29. Brenda Spagnola-Wilson

    Not well. Caramel tends to kinda melt. Mostly it gets super messy. Maybe if you made popcorn balls and wrapped them in plastic wrap?

  43. Kim Hamilton

    I’ll have to re watch this I’m late but looks yummy you ever make popcorn balls like this

  63. Nichole Kraskowsky

    Watching the Dodger ⚾️💙 and wishing I had this to munch on 😬

  77. Noemi S. Garcia

    I had order some things from ur website.
    The markers awahile back and still haven’t received it .

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