Total Time
1hr 5mins
Prep 20 mins
Cook 45 mins

My sister-in-law found this a couple years ago and started to bring it to bon fires and get-togethers. You would think this would be a difficult snack to make because of the way it tastes. The buttery pretzels, popcorn and brown about yummy!!! A extra hand when pouring the mixture over the popcorn comes in handy if you have a second set willing to help. Terrific snack to have at your next Super bowl event, bunko, car trip, the list goes on and on. My husband and I made batches of this, put it into a cute container, cellophane and a cute ornament on top....and instant gift to give to your neighbors, teachers, the list goes on and on. You can use seasonal m&m's if you want to change it up. ;) I hope you love this as much as we do. *Please note the M&M's will not adhere to all of the mixture, the same applies to the nuts.

Ingredients Nutrition

  • 4 quarts popped butter flavored microwave popcorn
  • 5 cups small pretzels (If you can find them, use the square grid like pretzels)
  • 2 cups packed brown sugar
  • 1 cup butter
  • 12 cup dark brown corn syrup
  • 12 teaspoon salt
  • 12 teaspoon baking soda
  • 1 cup pecans (you can use any kind of nut)
  • 2 cups plain M&M's


  1. Place popcorn, pretzels, and nuts into a large bowl, set aside.
  2. In a heavy saucepan combine sugars, butter, corn syrup, and salt. Cook over medium heat, stirring occasionally, until mixture comes to a rolling boil.
  3. Cook and stir until candy thermometer reads 238 degrees (soft ball stage).
  4. Remove from heat and stir in baking soda.
  5. Quickly pour over popcorn mixture and mix thoroughly.
  6. Turn mixture into two 13x9 baking pans.
  7. Bake at 200 degrees for 20 minutes, then stir.
  8. Bake for an additional 25 minutes.
  9. Remove from over; pour onto wax paper
  10. Add M&M's, mix well and let cool.
  11. Break into clusters.
  12. Store in airtight containers for plastic bags.


Most Helpful

Very impressed with this! Pretty easy to make, once I found a pot big enough to hold all the popcorn, pretzels and nuts (used one of my tamale pots). I had to make a couple partial subs, due to pantry item availability: I didn't have enough light brown sugar for 2 cups, so I used 1 cup light and 1 cup dark, and I didn't have any dark brown corn syrup, so I used whatever light corn syrup I had (just shy of what I required), and topped it off with a heaping spoonful of Lyle's Golden Syrup to make up the difference. For some unknown reason, I added M&M's to the first pan, then dumped it all in my pot to mix. That pan ended up very separate, with no clumps to break up, and no M&M's stuck to anything. The next pan, I sprinkled the M&M's over the sheet of caramel corn and let it cool untouched. I have to say, not one M&M stuck to anything in that pan either. That pan stayed in a sheet and had to be broken into pieces, but no M&M's stuck to anything, lol. Not a big deal, it just means that the mixture probably will need to be shaken up a bit to redistribute the candies so they don't all sink to the bottom of the container. Definitely not a deal-breaker, since the flavor of this is just fabulous! I ended up with two 15.7cup bowlfuls of caramel corn -- great for a potluck/party/holiday gifts. Thanks for posting! Made for PAC Spring 2014

Muffin Goddess May 09, 2014

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