Caramel Corn

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Classic caramel corn recipe, with freshly popped popcorn and caramel sauce made with brown sugar, butter, molasses, and corn syrup. Photos, step-by-step instructions.

Photography Credit: Elise Bauer

The memory has faded some, but the feeling of pure joy is as strong as ever—dad coming home and pulling out from behind his back, to the raucous squeals of us kids, boxes of Cracker Jack, caramel corn that rattled when you shook the box. (Remember those commercials?)

We had to have our own box, couldn’t possibly share, because each box had a surprise gift and we each had to have our own gift. (Is that brilliant marketing or what?) No wonder I love caramel corn.

Caramel Corn

Caramel Corn Recipe

  • Yield: Makes about 5 quarts.

Caramel corn is quite easy to make, just don't attempt to make it (or any candy) on a humid day. Be careful as the caramel sauce is quite hot; as a safety precaution do not have children running underfoot while making this recipe.


  • 4-5 quarts popped popcorn (a double batch of this popcorn recipe, unsalted, unbuttered)
  • 2 cups firmly packed brown sugar
  • 1 cup (2 sticks) unsalted butter
  • 1/2 cup dark corn syrup
  • 1 Tbsp molasses
  • 1 teaspoon salt
  • 1/2 teaspoon baking soda
  • 2 cups salted peanuts (optional)


1 Heat oven to 225°F. Place popcorn in large roasting pan; set aside.

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2 Combine brown sugar, butter, corn syrup, molasses and salt in a thick-bottomed, 2-quart saucepan. Cook over medium heat, stirring occasionally, until mixture comes to a full boil. Continue cooking, stirring occasionally, until candy thermometer reaches 250°F or small amount of mixture dropped in ice water forms a hard ball (about 12 to 14 minutes). Remove from heat; stir in baking soda. The caramel will foam up a little and turn a lighter color when you add the baking soda.

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3 Carefully pour hot mixture over the popcorn in a large roasting pan. (If you would like peanuts with your popcorn, sprinkle the salted peanuts over the caramel sauce at this point.) Using a wooden spoon, stir until all popcorn is coated. (Be careful not to let the caramel touch you; it's very hot.) Place in oven for 20 minutes. Remove from oven, stir to more evenly coat the popcorn with the caramel sauce. Return to oven. Continue cooking for 20 minutes. Remove from oven. Immediately spread caramel corn out onto waxed paper. Let cool completely. Break into bite-sized pieces. Store in tightly covered container.

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Showing 4 of 24 Comments

  • Katherine

    Elise, I am trying to make caramel corn with a batch of caramels that I made that came out too soft – when I heat the caramel, mix it with the corn, and put it in the oven it got dark, almost bitter after 45 minutes. It also seemed to melt off the corn. I wonder if it’s the fact that I use a copious amount of cream in my caramel. Any thoughts?

    BTW, I’ve read your site for months now, and it’s now as much of a staple as williams-sonoma for recipes. Thanks for all the hard work you’ve put in to this!

  • Liz

    If I were to make caramel popcorn balls, at which point could I form them into balls? Is there a science to it, or is it just when it is cool enough to touch with our bare hands? This sounds like an awesome Halloween Party treat! :) Yum!

  • EH

    For popcorn balls, I think the standard technique is to let the popcorn cool only enough so that it doesn’t melt the cling wrap that you use to form the balls. Get a square of cling wrap, put a modest pile of caramel corn (or other) in the middle, then draw the edges up so that you can mold and wrap the ball in one go. Seal with a kiss.

  • Timothy

    Yum! This version sounds delish, and just in time for halloween.

    From traumatizing personal experience, I am compelled to share with my fellow Elise fans that when she says the melted sugar will be “very hot,” she means it is molten lava that will stick to your flesh like tar and burn right through your skin leaving a scar for years.

    So, for heaven’s sake, be careful! That photo of the finished corn looks awesome, and I’m definitely going to try this one – possibly wearing gloves throughout. Eek.

  • rosemari

    My caramel popcorn is in the oven as I type this. Can not wait to eat this with my little munchkin. Quick question. What does the baking soda do? I forgot to add it so I hope that I did not mess it up that much.

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