Total Time
1hr 10mins
Prep 10 mins
Cook 1 hr

This has been a favorite since I was a kid. My mom would make this, put it in ziploc bags, and give it out at Halloween.

Ingredients Nutrition


  1. Preheat oven to 250 degrees. Place popcorn in a large, 4" deep, buttered baking pan. Keep warm in oven.
  2. Butter a 15-1/2"x10-1/2"x1" shallow baking pan. In a large saucepan, melt butter over low heat. Stir in brown sugar, corn syrup, and salt. Bring to a boil, stirring constantly. Boil without stirring for 5 minutes. Remove from heat and quickly stir in baking soda and vanilla.
  3. Remove popcorn from the oven. Slowly pour syrup mixture over popcorn, mixing well. Turn mixture out onto buttered, shallow baking pan.
  4. Bake for 45 minutes, stirring every 15 minutes. Remove from oven. Cool completely. Break apart if necessary. Store in a tightly covered container.
Most Helpful

Bayhill, first CONGRATS on your football pool win. I'm and avid Caramel Corn fan. While looking for that ultimate recipe, this is close. Thanks for sharing, sorry I'm behind on your reviews. One more to go.

podapo November 19, 2005