Total Time
1hr 20mins
Prep 20 mins
Cook 1 hr

This is always a huge success, no matter when I serve it. Kids and adults alike love it. Very addictive!

Ingredients Nutrition


  1. Preheat oven to 250°F Spray large baking sheet or roasting pan with cooking oil spray and set aside.
  2. In a large sauce pan, melt butter over low heat. Add next 3 ingredients and bring to a boil, stirring constantly. Cover, reduce heat and gently boil without stirring for 4-5 minutes.
  3. Remove from heat and carefully add soda and vanilla (it will froth and foam). Mix real well.
  4. Remove unpopped kernels from popcorn (see tip below). Spread popcorn (& nuts if using) out on pan. Pour caramel mixture over popcorn and mix well. Don't worry if every kernel isn't coated. It will get better distributed when you stir it while it is baking.
  5. Bake 1 hour, stirring every 15 minutes. Cool completely. Break apart and store in tightly sealed container.
  6. Tip: the easiest way to get the kernels out is to put all the popcorn in a large bowl. Shake it slightly so the kernels settle to the bottom of the bowl, then transfer the popcorn, handful by handful to the roasting pan, leaving the kernels behind.


Most Helpful

Delicious and really very easy. I've made other caramel corn recipes with similar ingredients that involved candy thermometers and a really long boil time - and this one tastes just as good without the hassle. I also liked the depth of flavor that dark brown sugar provided - it has some molasses-y ness about it, which I love. Thank you!

sweet tooth 23 December 24, 2011

OMG! THIS RECIPE IS SOOOO DELICIOUS! Just made this to serve as a snack for our BBQ/Pool party tomorrow, and it is out of this world good! I modified it by adding a 1/4 cup of half & half to the caramel mixture and I also increased the corn syrup to 1/2 cup. The caramel sauce alone is worth making just to use as a topping and or stir in to any recipe that you want caramel sauce in. My kids loved it and so did their cousins. I will definitely be using this one frequently in my kitchen. Thanks for sharing!

newavegirl July 30, 2011

Be careful...this is VERY addicting! This was so easy to make! The only change I made was to use light brown sugar instead of the dark since that's all I had. It came out great. I will definitely be adding this recipe to my Holiday goody baskets this year. I know everyone is going to love it!

MsWolfcry February 20, 2011

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