Easy Chocolate-Caramel Popcorn

Total Time
1hr 15mins
Prep 15 mins
Cook 1 hr

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!

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.
Most Helpful

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

Slatts October 15, 2008