Best ever soft and chewy caramel popcorn! This easy recipe is our tried-and-true favorite for whipping up a batch of homemade caramel popcorn. So yummy!

Believe it or not, one of the recipe questions I get the most online and in person is: do you have a favorite recipe for caramel popcorn?

Especially this time of year. Apparently the cool, fall temperatures brings out caramel popcorn lovers everywhere.

Soft and chewy caramel popcorn on brown paper bag.

And it’s always a little disappointing to everyone involved when I have to quietly confess that caramel popcorn, while lovely and delicious, isn’t on my list of favorite foods I want to eat for the rest of all time.

I certainly have nothing against the beloved treat, but I’d much rather face plant into a bowl of warm, buttery, salted popcorn over a bowl of soft and chewy caramel popcorn.

Closeup of soft and chewy caramel popcorn.

I know that makes some of you very sad. But don’t despair yet!

I can still appreciate the merits of really, really good caramel popcorn albeit in small doses. And in the interest of hopefully making many of you happy little caramel corn campers, I’m sharing with you a family favorite recipe today.

It comes from my ancient recipe binder where my amazing aunts stuffed the pages with their best recipes. I believe my Aunt Laurie is to blame (ha!) for this irresistible soft and chewy caramel corn recipe.

And you have to know it’s a winner if a “meh” caramel corn fan like me finds it pretty tasty.

Large bowl of soft and chewy caramel popcorn.

It’s not altogether too different from a lot of other gooey caramel popcorn recipes floating around online except that I’ve adjusted the popcorn to caramel ratio to the perfect level of soft and chewy deliciousness.

The great thing about this recipe is that if you want it even more caramel-soaked, use less popcorn. Voila! The most caramelly popcorn in the world.

Conversely, if you want your popcorn just lightly touched with the magic of caramel, increase the amount of popcorn you use.

Can you add nuts? Well yes. You sure can! I tend to be a no-nuts-in-my-desserts-94.7%-of-the-time kind of gal, but toss in some nuts if that floats your boat.

And if you want a super charged gooey factor, read the notes below the recipe. Ok, fine. Spoiler alert: adding 8-10 large marshmallows to the quick homemade caramel mixture will make the ooiest, gooiest caramel popcorn in all the land.

Soft and chewy caramel popcorn on brown paper bag.

And in the interest of not coming across as a total caramel popcorn scrooge, I actually do have an ancient (bad photo alert!) recipe for caramel popcorn on my site. Right here in fact.

I haven’t made it in a long time, but Brian, our resident caramel popcorn lover of extraordinary proportions, rated it 10/10 when we used to make it.

Much creamier, it uses whey protein powder in the caramel mixture. Which sounds weird. Because it is. But it actually works.

So if you are interested in thinking outside of the soft and chewy caramel popcorn box, that recipe should be next on your list.

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Closeup of soft and chewy caramel popcorn.

Soft and Chewy Caramel Popcorn

4.67 stars (68 ratings)


  • 10-12 cups plain popcorn, about 1/3 cup kernels, popped (see note)
  • 1 cup (212 g) packed light or dark brown sugar
  • ½ cup (113 g) salted butter
  • ¼ cup corn syrup
  • Pinch of salt, I use coarse, kosher salt
  • ½ teaspoon baking soda
  • 1 teaspoon vanilla extract


  • Place the popcorn in a large bowl (you’ll want extra room in the bowl for tossing the popcorn with the caramel).
  • In a medium saucepan, add the brown sugar, butter, corn syrup and salt. Heat the ingredients over medium-low until the butter is melted and the ingredients are combined. Increase the heat to medium and bring the mixture to a simmer, stirring often.
  • Cook for 3-4 minutes, stirring often.
  • Off the heat quickly whisk in the baking soda and vanilla (the mixture will foam and bubble). See note below about adding marshmallows.
  • Immediately pour the caramel over the popcorn in a slow steady drizzle, tossing the popcorn to evenly coat in the caramel mixture. The caramel will set up and harden a bit as it cools so mix as quickly as you can (an extra set of hands can help during this step).
  • Serve immediately or within a couple hours.


Popcorn: for softer, gooier popcorn, use less popcorn. Also, if you want to amp up the gooey factor (for a marshmallow vibe), stir in 8-10 large marshmallows after the caramel mixture has simmered.
Serving: 1 Cup, Calories: 194kcal, Carbohydrates: 31g, Protein: 1g, Fat: 8g, Saturated Fat: 5g, Cholesterol: 20mg, Sodium: 123mg, Fiber: 1g, Sugar: 23g

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Recipe Source: from Mel’s Kitchen Cafe (adapted from my Aunt Laurie’s recipe in my old recipe binders)