Popcorn Caramels

Popcorn caramel

This is a recipe that I started playing with one day and I am still “tweaking” but it’s good enough to share.  In fact, I made a batch the other day and it didn’t last very long at our house.

These caramel candies are for anyone who likes a “little popcorn with their caramel.”  They are chewy, buttery, salty and easy to make!  They’re absolutely addicting if you like those types of flavors.  I totally love them and so do my kids!  This is my recipe so on the scale of “ease of preparation” I’m giving it a “Fairly Easy” due to the time for the sugars to get to that dark rich goodness and for taste and results it gets a “Pretty Excellent” since it’s what our family loves.


1 cup butter

1 cup brown sugar

1 can sweetened condensed milk

1 cup white corn syrup

1 teaspoon vanilla

Sea Salt to taste and sprinkle on the finished product

1/4 cup uncooked popcorn or you can substitute one bag of buttered microwaved popcorn.


  1. If you are using a conventional metal pan line a 13×9 pan with foil that’s been sprayed with cooking spray. Set aside. I prefer to use the large Silpat sheet that’s available in most cooking store or through Demarle. The caramel truly doesn’t stick and there is no mess to clean. (Other than the popcorn that will be on the counter, but more about that later).
  2. Pop your popcorn.  Note: I love to make popcorn on the stove.  It’s nostalgic for me since my mom used to make fresh popcorn on the stove top for us as kids.  I also love it because you can control how much butter and salt you use.  If you are popping it yourself.  Follow the directions on the uncooked popcorn container and season with butter and salt to your taste but be sure you can taste butter and the salt.  It will make a difference in your caramel.
  3. In your favorite food processor or just use a ziplock bag and a hammer (I’m not joking here, the kids love to do this part for me).  Grind up or crush 2 cups of popcorn.  The popcorn will make the caramel have texture and more buttery salted flavor.   The smaller the grind the better because you want as much of it to disappear into the cooking caramel.  Set the rest of the popcorn aside.  You’ll need it later.
  4. In a 2 qt heavy saucepan, combine butter, brown sugar, corn syrup & sweetened condensed milk. Bring to a boil over medium heat.
  5. As the ingredients start to melt and bubble, add your ground up popcorn. Stirring constantly.
  6. Cook & stir until candy thermometer reads 248 degrees (firm ball stage). This should take about 30-40 minutes.  Be prepared because you will be constantly stirring.
  7. Remove from heat, carefully stir in vanilla extract.  The vanilla will sizzle so slowly stir it into the hot caramel.
  8. Pour into your ready pan or directly on your Silpat sheet. Move quickly as it will firm up fast.
  9. As soon as the caramel evenly spread in the pan, begin putting a single layer of popcorn on top of your caramel, making sure that you gently press the popcorn into the warm caramel to set.
  10. Sprinkle a small amount of Sea Salt on top of the entire sheet of caramel and popcorn.
  11. Let cool completely before pulling out of pan by foil or off of your Silpat sheet.  Place on a cutting board and cut into bit size squares.  You’ll want them bite size because the caramel is really chewy but so good.  Once cooled you can wrap them individually or place them in an airtight container.

Now it’s time to enjoy!  These are wonderful the first day but they are even better the next day because all the flavors come together and are more pronounced the next day.  I hope you’ll love them.


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