Easy Chocolate-Caramel Popcorn

READY IN: 1hr 15mins
Recipe by DreamoBway

I found this recipe on the back of a bag of Kraft Caramels. It's the perfect party snack-everyone gobbles it up! I've discovered that 12 cups of popcorn is one microwave bag, and I've also tried it with cashews instead of peanuts. Yum!

Top Review by Slatts

Great popcorn! I used cashews like you suggested. The dark chocolate works really well with the sweetness of the caramel. Thanks for the treat!

Ingredients Nutrition

  • 1 (14 ounce) bag Kraft caramels
  • 3 tablespoons butter or 3 tablespoons margarine
  • 2 tablespoons water
  • 12 cups air- popped popcorn
  • 1 cup cocktail peanuts
  • 4 (1 ounce) baker's semi-sweet chocolate baking squares, finely chopped


  1. Preheat oven to 300°F.
  2. Place the caramels, butter, and water in a heavy saucepan. Cook on low heat until the caramels are completely melted, stirring frequently.
  3. Combine the popcorn and peanuts in a large bowl. Make sure to remove all unpopped kernels. Drizzle with the caramel mixture; toss to evenly coat. Spread onto a large greased baking sheet.
  4. Bake for 20 minutes, stirring after 10. Sprinkle with chocolate; toss using two spoons until well mixed. Spread onto a sheet of waxed paper; cool completely.
  5. Break apart until small clusters or individual pieces. Store in a tightly covered container at room temperature for up to one week.

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