Easy Chocolate-Caramel Popcorn

"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!"
photo by a food.com user photo by a food.com user
Ready In:
1hr 15mins


  • 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


  • Preheat oven to 300°F.
  • Place the caramels, butter, and water in a heavy saucepan. Cook on low heat until the caramels are completely melted, stirring frequently.
  • 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.
  • 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.
  • 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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  1. Great popcorn! I used cashews like you suggested. The dark chocolate works really well with the sweetness of the caramel. Thanks for the treat!


This is a picture of my boyfriend and me at my company's fancy holiday party in December 2007. I graduated with my BA in musical theatre a few years ago. I'm now living in the big city doing the 9-5 thing while I try to make this acting thing work. Theatre and singing (and my boyfriend!) are what fire me up, but cooking is what chills me out. I love to come home and try a new recipe. In August 2006 I was diagnosed with a gluten allergy, and I've also been diabetic since the age of 14 so food can sometimes be a challenge; but I love experimenting in the kitchen and finding new options. <img src="http://i23.photobucket.com/albums/b399/susied214/permanent%20collection/PAC08Main.jpg" border="0" alt="Photobucket"> <img src="http://i196.photobucket.com/albums/aa130/nowsonexitmusic/bumbag5.gif?t=1211686551"> <img src="http://i23.photobucket.com/albums/b399/susied214/permanent%20collection/PACfall08partic.jpg" border="0" alt="Photobucket"> <img src="http://i23.photobucket.com/albums/b399/susied214/permanent%20collection/IWasAdoptedfall08.jpg" border="0" alt="Photobucket"> <img src="http://i38.photobucket.com/albums/e110/flower753/Food/my3chefsnov2008.jpg"> <img src="http://i250.photobucket.com/albums/gg271/MrsTeny/Permanent%20Collection/PACSpring09Iwasadopted.jpg"> <img src="http://i250.photobucket.com/albums/gg271/MrsTeny/Permanent%20Collection/PACSpring09Participation.jpg">
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