Wormy Caramel Corn for Halloween

Recipe by CookinDiva
READY IN: 30mins


  • 2
    (3 ounce) bags microwave popcorn, popped (measure 12 cups)
  • 12
    cup butter, melted
  • 14
    cup Karo syrup (now I use Agave Syrup)
  • 12
    teaspoon baking soda
  • 2
    cups chow mein noodles (sold in cans or bags)
  • 1
    cup peanuts
  • 2
    cups candy corn (colored Halloween candies)


  • Spray non-stick spray (such as Pam) over lower half of the inside of an ordinary brown paper grocery bag (helps keep popcorn from sticking to bag).
  • Pop corn in microwave bags. Pour into prepared grocery bag, being careful to discard any unpopped kernels. Pour chow mein noodles and peanuts on top of popped corn - don't stir - they're fine to sit on top of the popcorn.
  • In a large glass mixing bowl, combine butter, Karo and brown sugar. Microwave on high 3 MINUTES. Stir; then microwave an additional 2 MINUTES, stirring each minute.
  • NOTE: You can also make the syrup on the stovetop - combine ingredients, bring to boil over medium heat. Cook 4-5 minutes, stirring each minute to scrape down sides and keep bubbles under control. Old fashioned candy-makers use the cold water test to determine if the syrup is done (spoon a thin line of the cooked mixture into cold water - the candy thread should harden. In candy-making terminology, this is called the Hard Ball stage).
  • Once your candy mixture is done, remove from heat; then sprinkle baking soda on top while stirring to combine (careful - it will foam up!)
  • Quickly pour this VERY HOT mixture into the grocery bag, on top of the popped corn, peanuts and chow mein noodles. Fold over top of bag and give things a good shake to combine.
  • Put folded bag into microwave - heat 1 MINUTE - shake bag. Microwave another 30 SECONDS - shake bag. Microwave another 30 SECONDS - add candy corn - shake bag to combine and then pour mixture onto trays to cool. Store in air-tight container.