Butter Toffee Popcorn

Look at this popcorn. Then think Cracker Jacks and multiply the delicious factor by about one million thousand times.

It is also a hundred thousand bajillion times more addicting. Need scientific proof? My husband would like to announce that he once (or thrice) successfully downed an entire batch of this over a period of three days. He’s not ashamed.

Bag jpg

Coated in a buttery, caramel mixture, the popcorn is studded with roasted, salted peanuts and baked until crunchy and toffee-like. It is dreamy. Seriously dreamy. I’ve been making this recipe for years and years and dare I say it is the best of it’s kind and is always a hit at the holiday season. Packaged in a cellophane bag with ribbon or a cute cardboard box, this popcorn is a one hit wonder, whatever that means.

(P.S. I’ve included step-by-step photos below the recipe!)

Butter Toffee Popcorn

One Year Ago: Triple Chocolate Devil Drops
Two Years Ago: Chocolate Peppermint Cookies

Butter Toffee Popcorn

Yield: Makes about 18 cups of toffee popcorn

Butter Toffee Popcorn

Note: you want about 18 cups of popped corn. I’ve found that about 1/4 cup of unpopped kernels yields about 5 1/2 to 6 cups popped corn. While the recipe calls for 3/4 cup unpopped kernels, be sure to only add it a bit at a time in shifts according to your popcorn popper so the kernels don’t burn.


  • 3/4 cup unpopped popcorn kernels, white or yellow
  • 2 sticks butter
  • 2 1/4 cups light brown sugar
  • 3/4 cup dark corn syrup
  • 1/2 teaspoon salt
  • 2 teaspoons pure vanilla extract
  • 1 teaspoon baking soda
  • 2-3 cups roasted, salted peanuts


  1. Preheat the oven to 250 degrees. Grease two large rimmed baking sheets and set aside.
  2. Pop the popcorn kernels, in shifts if needed to ensure your popcorn popper doesn’t burn the popcorn, and place the popcorn in a large bowl, sifting through to remove the unpopped kernels.
  3. In a large saucepan over medium heat, melt the butter. When melted add the brown sugar, corn syrup, and salt. Bring to a boil while stirring. Once the mixture starts boiling, reduce the heat to medium-low and simmer, stirring often, for 3 minutes. The mixture will be slightly thickened. Take the pot off the heat and stir in the vanilla and baking soda. The mixture will bubble so be careful. Pour the caramel over the popcorn and mix slightly. Add the peanuts and mix well but gently (so you don’t break apart the popcorn) until the popcorn is evenly coated and the peanuts are distributed through the mixture.
  4. Turn the popcorn out onto the baking sheets, spreading into an even layer. Bake the popcorn for one hour, stirring and tossing every 20 minutes. Move the bottom tray to the upper rack and vice versa each time you stir. The popcorn will deepen in color and harden a bit as the caramel bakes and sets. Cool the popcorn to room temperature. Store in an airtight container. I’ve found the popcorn will keep, stored tightly, for 1-2 weeks.

Recipe Source: from My Kitchen Cafe

Pop up that popcorn! It helps if you have a few little helpers excited to watch the popcorn “dance.”

Sift through the popcorn to get all the unpopped kernels out (unless you like to get dental work done!) and put the popped corn in a large bowl.

In a saucepan, melt the butter.

Add the brown sugar, corn syrup and salt.

As it heats slowly, the sugar will dissolve and the mixture will appear smooth.

Bring the mixture to a boil and simmer for three minutes.

This is how the mixture should look right when it is removed from the heat after it has simmered for three minutes.

As you add the soda and vanilla, the mixture will foam a bit so be careful. I don’t want anyone suing me for hot bubble injuries. No offense.

Pour the caramel over the corn and with two wooden spoons or the like, start mixing. Add the peanuts after mixing for just a bit.

Mix until the popcorn is well coated.

Spread onto the prepared baking sheets. Bake and try to let cool before devouring!

92 Responses to Butter Toffee Popcorn

  1. Kara says:

    This looks and sounds fabulously delicious!! I can’t wait to make it. I also plan on giving it as Christmas gifts, and was wondering how long you think it will stay fresh at room temperature? Thanks for your help. You’re recipes are always amazing! 🙂

    • Mel says:

      I think it’s good for 2-3 days. 🙂

      • Kara says:

        First, as I reread the recipe, I realized you mentioned the “shelf life” of the popcorn…sorry for bugging you with the question about it. 🙂

        Secondly, this popcorn is DELICIOUS!!! I’m making my third batch in the last two weeks! I intended on making it just for gifts, but we can’t stop eating it. 🙂 Thanks for another amazing recipe!

  2. Rebecca says:

    Any advice about trying to make this recipe into popcorn balls? Or do you have a go to popcorn ball recipe? I’ve found a few random recipes, but nothing I feel super confident about… Thank you!!!!

  3. Jeanette says:

    This popcorn has become a Christmas tradition, and everyone loves it each year. Thank you so much for sharing! <3

  4. Diane says:

    I completely love your recipes Mel. This popcorn recipe is the most requested in our family. I make it for friends when they come for film nights. I am making a huge batch for Christmas Eve and I am making bags of it to give to friends for their own families.this Christmas.

    Your cake recipes help me raise hundreds of pounds each year when I do MacMillan Coffee mornings and I also bagged this popcorn and sold it on the produce table with jam and marmalade and home made sweets this year. The popcorn sold out first!

    Thank you!

  5. Katie says:

    Does this freeze well?

  6. Katie says:

    Anyone knows if this freezes well?

  7. Ashley Gall says:

    Just made this on 11-9-2015 and my gosh, this is exactly what I was looking for. The end result of the recipe was perfect. I loved it and everyone that I gifted it to loved it as well. I packaged it in mason jars and it has managed to stay as fresh as the day I made it. I can’t wait to make this recipe and gift it to everyone that I love.

  8. Cassandra Deans says:

    Did a batch sample (without nuts, only b/c I didn’t have any). Absolutely wonderful. Had a few family and friends sample taste and they loved it!! Will make some w/nuts and some without for Christmas gift treats this year, thanks for the great recipe.

  9. […] Recipe partially adapted from Mel’s Kitchen Cafe […]

  10. Lorie Hainsworth says:

    Mel, I made this to give away to people for Christmas this year with a few amazingly good variations. I used Blue Diamond Oven Roasted Almonds instead of peanuts and after it cooled I drizzled it with dark and white chocolate. Voila! Zebra Corn! It was SOOO good. Everyone wanted the recipe. And I have to admit, there were a couple of people that didn’t get theirs because we couldn’t resist breaking the packages open and devouring them ourselves!

  11. George says:

    I didn’t have dark corn syrup so I thought to use 1/2 cup light corn syrup and 1/4 cup blackstrap molasses. The result was great! Thanks for the recipe!

  12. Sheila says:

    I just finished this Butter Toffee Popcorn. Delicious! I made the Cinnamon Roll Popcorn and reluctantly shared with friends. This one we are devouring all on our own. 🙂 They are both scrumptious. So glad I found you in 2013 and can give my family exceptional food and treats! My husband has commented our “grocery money” has sure increased greatly in value since I have found you and your blog. The food is of a much higher quality. 🙂

  13. Alicia says:

    AMAZING!!! So yummy! Should I be embarrassed that I ate like the whole batch in one sitting?!?

  14. M.P.McDonald says:

    I have never made butter toffee popcorn before and I now I can’t wait to make it again! I used some really good white popcorn I had, popped on the stove. I had dark brown sugar and light corn syrup and it came out looking just like what you pictured. Only thing I might do next time is add a bit more salt. What I really loved was the crispiness of this popcorn. It doesn’t have that slightly stale crunch I’ve encountered with other caramel popcorn–even the really famous caramel corn on Navy Pier. Three days after making it, I took some out of the plastic storage bowl and it was still just as crunchy. Incredible.

  15. […] a birthday cake (hers is prettier) and a few goodies for neighbor […]

  16. Kathy says:

    This is absolutely incredible! It was so easy to make! I never knew I could make something like this. I think this will become a Christmas tradition. Thanks for a great recipe!

  17. Stacy says:

    Oh.My.Gooodness! This is so scrumptious and by far the best recipe for caramel (er, butter toffee) popcorn I’ve come across. It is so simple to make – my favorite type of recipe! I could hardly keep away from it as it was cooling. Definitely not a good thing to make when trying to lose weight. :-/ LOL!

  18. Dani says:

    I halved the recipe and as I am vegan used olive oil in place of the butter. I also omitted the nuts comepletely as i didnt have any in the pantry. Turned out absolutely declicious!! I also used golden syrup in place of the corn syrup, and it produced a wonderful creamy flavour. 🙂 Thanks Mel!

  19. […] and it still tasted good! I’ve since bothered to actually look at how to do this and found this. It sounds like this lady knows what she’s talking about to […]

  20. Peter says:

    There`s something very strange with this recipe. I put a large quantity in an airtight tin with a view to storing it.
    Two or three days later, when I go to check how it`s doing I find that it has vanished, without trace.
    I don`t understand it. I KNOW I filled the tin!!
    Houdini popcorn.

  21. kelly says:

    OMG = YUM!!! I love this. My first time making carmel corn – and I just stumbled upon your site/recipe. Now I want to try some of your sugar rush recipes. mmmmm. I can hardly wait until the carmel corn sets and I’ve already eaten a ton. I’m sure it will be even better once set lol. Only changes… i was too lazy to add the peanuts, but added a touch of cinnamon just because i love it so… mmmm, mmmm, good!! thanks for this recipe! a keeper!

  22. Deb says:

    To DIE for. I loved how it was an ample amount of caramel, not stingy. Now I have to find a way not to eat it all myself!

  23. g says:

    Im soooo happy,,I used to make this when I was a teenager but lost the recipe. Once I started reading yours I knew it was the same..cant wait to make some this evening. : )

  24. Bob says:

    OMG!!! This is amazing, it wont last no two weeks!!!!

  25. Nicole says:

    Just made this and ate almost half of it. Dang you for showing me all this good food.:) My thighs will never be the same again. Thanks for another awesome recipe.

  26. Holy cow this stuff is amazing! This is my second time making it and I LOVE it. I could easily devour the whole thing myself. I will try and refrain though.

  27. foodiemom5kids says:

    If you’re rushed or too impatient to wait an entire hour to bake the popcorn, you can microwave it. Instead of pouring it onto two baking sheets, pour it into two large paper bags. Microwave one for 30-45 seconds, shake/stir well. Repeat the process for both 4 times (shorter if you like your popcorn to be chewy). Then cool, if you can wait.

  28. Whitney says:

    Oh my word, this popcorn is sooooo good! I made 4 batches to giveaway for Christmas, and everyone loved it! Thank you!!!

  29. Emily Marie says:

    Yum! Yum yum yum!!! I can’t stop eating this, which is so not good because I’m supposed to be giving it away! I didn’t have peanuts so I used pecans and I love it. I’ll def be making this again!

  30. Andrea says:

    Yum yum yum! I’ve got my first batch toasting in the oven. These recipes are so fun to make because the results are so fantastic! I am going to give these gifts to my neighbors for Christmas. Love it! Thanks!! Merry Christmas!

  31. Sarah Crawford says:

    Quick question – Have I done something wrong if the finished product looks more “sugary” coated than glazed? Did I overcook it on the stove? Any advice would be aprreciated. Thx

    • Mel says:

      Sarah – I’ve noticed this has happened once or twice when I’ve made this as well – my guess is the mixture on the stovetop simmered for a bit too long/got too hot before pouring it on the popcorn.

  32. Meghan says:

    This is SOOOO good! I now have to make a second batch to give as gifts because we ate the first batch =-) Question…my oven only has one rack (lame, I know)…would it be ok to make a full batch and have half of it sit out while the other half is baking? Or should I just make half a batch at a time, which is what I did this go around. BTW, I love your blog; I cook from it at least once a week. Thanks so much!!!

    • Mel says:

      Meghan – I actually made this a few nights ago and made a double batch. Obviously it didn’t all fit in my oven so I let two baking sheets sit out for an hour while the first two baked and then I baked them. It seemed to work just fine!

  33. Erin says:

    OMGoodness! This is my new favorite Christmas present. I just finished making a second batch cause the first was so perfect.

    One change: I used pecans instead of peanuts. They taste like little praline bites. FANTASTIC!

  34. Gracie says:

    Hi Mel- first off I LOVE you website and all your recipes. I check it every Sunday to make my weekly menu. I made this popcorn today and it is delicious. One of my batches did stick to the cookie sheet, could it be it didn’t have enough butter? Also regarding your root beer float fudge, where do I find root beer extract? Thanks so much for sharing all your yummy creations!


    • Mel says:

      Gracie – Glad you liked the popcorn – if it stuck to the pan, try buttering the pan more heavily next time. Also, I usually find the root beer extract near the other baking extracts (like vanilla, coconut, etc) in the grocery store. I’ve found it at Walmart and several other large-chain grocery stores. I hope that helps!

  35. Evelyn Ross says:

    One word: incredible! I have a confession, though…I was scraping the left over popcorn & peanut bits out of the bottom of the bowl for myself!

  36. Evelyn Ross says:

    Can’t wait to make this tomorrow! Question, though… I only have one rimmed cookie sheet. Will it ‘hurt’ the popcorn to do one sheet first and then the second after that?

    • Mel says:

      Evelyn – I don’t think it should hurt the popcorn. I’m not sure if the texture will be different on the 2nd batch from having sat out while the first was baking but I don’t think it will be a problem. Hope you like it!

  37. Shelly says:

    I think I’m going to give it a try, even though anything that has to be brought to a boil with all that sugar scares me to death, for some reason.

  38. Erin says:

    I am trying this one out tonight. I bought cute tins to put it in for Christmas gifts at work. Thanks for sharing!

  39. Deb says:

    I found your blog yesterday via a Google search for “butter toffee popcorn” of all things and I’m so glad I did! I made your recipe and it was amazing. I could literally have eaten an entire tray of this if it weren’t for that fact that I’m supposed to be giving them as gifts 🙂 Thank you for this recipe and I look forward to trying all kinds of other things here!

    By the way, you replied to an earlier post that you thought you could use light corn syrup and dark brown sugar in this recipe and I’ll confirm that it works wonderfully. That’s all I had and it worked like a charm.

    • Mel says:

      Deb – I’m so glad you found your way here and am flattered you have already tried the butter toffee popcorn! So glad it was a hit! (Thanks for including your variation, as well.)

  40. Kensi says:

    So I roasted my own peanuts and made this up 2 days ago. It tasted GREAT until I baked it and it burned!!! I don’t think my Grenadian propane oven can get down to 250. I am going to try it again soon and try only baking it 20 minutes, do think that will work?

    • Mel says:

      Kensi – what a bummer! I hate wasted ingredients. I’m sorry your oven didn’t work it’s magic, hopefully they will work out the second time around. I would definitely try the 20 minutes, but even then, I’d check every 5-7 minutes and stir often. Good luck!

    • Marie says:

      I’ve had a caramel corn recipe I’ve used for years and it has a microwave version. Get a large paper bag (like from the grocery store) – Put popcorn in it and pour caramel over, fold down the top and shake, shake, shake. Micro on High for 90sec, shake again, repeat two more times. Pour out onto wax or parchment paper into a single layer (careful, it’s hot). Let cool to room temp. – You may need to play with how much popcorn you put in the bag, I usually put about 4qts.

  41. Zoe says:

    Delicious!!! Thank you for sharing your recipe. I got to try to this. I love butter toffee.

  42. bdubz says:

    One in our house can’t eat peanuts but can eat almonds s0…roasted and salted some up and used those instead…fabulous recipe – as always!

  43. Asma says:

    Very aptly named series: “Sugar Rush!” The picture & the recipe look great. I think I’ll try this on everyone this weekend on movie night.
    And while we’re at it, I have to say, Mel, that I love your blog. Your choices, your recipes, your tips.. they’re all great. I’ve tried several of your recipes (Vanilla Pudding Cinnamon Rolls, Soft Wrap Bread, Sugar Cookies & Sugar Cookie Frosting, to name a few) and they all turned out great. I loved making them, and everybody loved eating them. Now, I follow your recipes blindly. I know that if you’ve posted them here, then they’re definitely worth a try. Thank you for a great site 🙂

  44. Tablet Blog says:

    Crispy Caramel Chocolite Sugar…

    […] SO good, I have to make it!! Any ideas on how to roast your own peanuts? The pea […]…

  45. For a super quick rendition that’s a bit similar, melt 1 C brown sugar and 1 stick of butter together in the microwave. Then pour it on hot popcorn.

    Yummy and absolutely terrible for you!

  46. LimeCake says:

    Oh my that looks amazing! I love sweet popcorn. Toffee sounds excellent!

  47. grace says:

    of course he’s not ashamed–he should be proud! i, for one, am fiercely jealous. 🙂

  48. Vivienne says:

    omgosh…def dreammmy and so pretty in those cellophane bag w ribbon! i love reading about recipes that ppl have been making for years and years…thats when i bookmark it straight away! 😀

  49. Kensi says:

    This looks SO good, I have to make it!! Any ideas on how to roast your own peanuts? The peanuts here are plain, packaged straight from the ground.

    • Mel says:

      Kensi – I’m not sure of the exact answer to that one, but if it were me, I’d toast them in the oven at 300 degrees for 5-10 minutes until they are golden brown. That probably isn’t officially “roasting” but it will still bring out their delicious flavor.

  50. this looks so delicious! i love popcorn but toffee plus peanuts definitely step it up

  51. Ashley says:

    MMM this looks so good I think its going to have to be on my to make list for xmas treats this year thanks so much for sharing.

  52. Tanya says:

    Do you think this “keeps”? I’m sending a package to a friend in Afghanistan and I think he would love it… if it will survive the trip

    • Mel says:

      Tanya – yes, I think this would keep very well and would be perfect to send overseas. The only recommendation I would give is to package it carefully (bubble wrap, maybe?) so that it doesn’t get demolished and end up in toffee crumbs.

  53. Kim in MD says:

    Yet another fabulous hostess gift for the holiday season! Now I don’t have to take the same gift to each party…thanks, Melanie!

    Oh- your little men are the cutest! 🙂

  54. Mary says:

    This looks wonderful and it’s not hard to tell your two little ones think it’s great. Have a good day. Blessings…Mary

  55. Deborah says:

    I can totally see how your husband ate so much of this – I’m sure I could finish it off even faster! This looks delicious!

  56. brandy anderson says:

    would this work with buttered microwave popcorn?

    • Mel says:

      Brandy – no, you definitely want to use natural popcorn for this. I think the microwaved popcorn’s flavor would interfere with the flavors of the toffee and peanuts.

  57. Nicole says:

    Yum that does look addicting! Just incase that’s not enough of a sugar rush here’s how I make mine (I know you’re always looking for more recipes) after baking the toffee popcorn I add a few cups of mini marshmallows and then pour melted white chocolate over until it’s coated. Drizzle with semisweet chocolate and cinnamon & sugar….you should try it 🙂

  58. Thank you 🙂 I already popped my popcorn, getting ready to finish it up 🙂 Carmen

  59. Yummy, I Have to make some, do you think light corn syrup would work? I dont have any dark, Carmen

    • Mel says:

      Carmen – yes, you could probably make this work with light corn syrup but it will be missing a little depth. The great trade would be to use dark brown sugar if you are using light corn syrup. But either way, it will most likely still turn out toffee-like and delicious – just a little lighter in color and flavor.

  60. keersten says:

    That looks so good! It would be cute to pack it into wide mouth mason jars with a bow around the lid for a gift. I am definitely trying this–diet-what diet???

  61. briarrose says:

    Man that looks good. I must try this.

  62. Yvette says:

    Thanks for posting!!! I plan on making this and then drizzling it with white and dark chocolate! YUM!

  63. Those little bags would make such cute gifts! Mel, I can’t possibly make all my recipes, plus all of yours that I want to make…what’s a girl to do??

  64. Sara says:

    Wow! As good as this looks, I don’t think I should make it….cause I’d eat the whole thing. 🙂

  65. Heather says:

    That looks amazing. Love the little gift bags too. I will definitely be trying this one soon! Thanks for the recipe.

  66. Lucy says:

    Thank you for posting this! I was looking on your blog the other day to see if you had a crunchy caramel popcorn recipe. I’m excited to try this one.

  67. Marcie says:

    I have been using the exact recipe for years and it is fantastic! Just don’t make the mistake of thinking they are rice crispy treats and reaching your hand in there to help stir 🙂

  68. Lisa says:

    Sounds fantastic, I absolutely love butter toffee popcorn (the Target brand isn’t too bad). I’ll have to give this a try.

  69. Teresa says:

    I’ve been looking for a recipe like this for years! The caramel popcorn I’ve made in the past have been so so, but this looks perfect! Your recipes have never let me down, so I can’t wait to make this and share with my family.

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