The Best Caramel Popcorn

I know you are looking at the title of this post and thinking to yourself, “Well, she’s wrong, that’s fersure, because I happen to own the best caramel popcorn recipe out there.” And you may be right, actually, because for every caramel popcorn lover out there, there are at least 1,784 recipes that claim they are the best. That’s the great thing about this ever-evolving treat: it is ever-evolving.

Now, I happen to be in the caramel-popcorn-should-be-ooey-gooey-soft-and-chewy-and-make-my-hands-a-mess camp. What about you? While I have a fantastic recipe for a crunchy (think: Cracker Jacks) caramel almond popcorn, this particular ooey gooey version is 100 times simpler and quicker. Plus it tastes so darn fantastic, it converted me right there on the spot.

From my extremely talented Aunt Marilyn, this popcorn is beyond creamy, caramelly, soft and chewy. Made with a rather unusual ingredient (albeit easy to find), this makes for a great conversation topic when serving it to friends: “Whoever guesses what the secret ingredient is, gets a prize!” I’ll leave the prize up to you…but I’m betting most people won’t guess what it is.

My husband, who considers himself The Caramel Popcorn Connoisseur of the Century, rated this the best version ever. So there you have it. Make this. And with the leftover secret ingredient (since I’ve found it is cheaper to buy it in bulk), bulk up and win an arm wrestle or two for me, won’t you?

One Year Ago: Sweet and Sour Meatballs
Two Years Ago: Z’Tejas Style Cornbread

The Best Caramel Popcorn

Yield: Makes 2 large bowls of caramel popcorn

The Best Caramel Popcorn


  • 1 cup butter (2 sticks)
  • 2 cups sugar
  • 1 cup powdered vanilla whey protein (found in any health food aisle from Wal-mart to your everyday grocery store)
  • 1/2 cup light corn syrup
  • 1/3 cup water
  • 1 teaspoon vanilla
  • 1/2 teaspoon salt
  • 3/4 teaspoon baking soda
  • 2 large bowls of popped corn


  1. In a medium saucepan, combine the butter, sugar, whey protein, corn syrup and water. Cook over medium heat until the mixture barely comes to a slow boil. It should still look very light in color.
  2. Take the pan off the heat and stir in the vanilla, salt and baking soda.
  3. Pour the caramel mixture over two large bowls of popped corn (about 1 cup unpopped kernels that have been air popped) and mix to combine.

Recipe Source: from Aunt Marilyn

59 Responses to The Best Caramel Popcorn

  1. Pam says:

    So it doesn’t go in the oven to bake it??

  2. Erin says:

    Yum! I just made this recipe for a little Sunday evening snack. I had to use what we had on hand, so I made the following substitutions: 1 small box vanilla cook & serve pudding mix instead of the vanilla protein powder, and local honey instead of corn syrup. I made 1/2 a batch to account for the smaller box of pudding and not having enough honey for a full recipe.
    We also chopped up a few peanut butter cups left over from Christmas and folded them in. Wow!!! Rich, but amazing! Thank you! I have tried several of your recipes in the last few weeks and I’m loving them!! Thank you for sharing 🙂

  3. Tina says:

    Do you think it would be ok to use dark corn syrup?

  4. Donna Fredin says:

    I am so sorry to burst everyone’s bubble on here…made it & thought it was way to sweet, I think the next time I do it.. which I will..I am going to cut down on the sugar to 1 c.Otherwise its a nice recipe when you don’t have brown sugar on hand. 🙂

  5. Ranc says:

    Thanks for your recipe. I live in France and try to make the-very-best-pop-corn-ever and then I found your recipe 😉 My difficulty is to get the secret ingredient : whey protein…
    May I find it in sport shop ?
    Do you think this would do ?
    Thanks a lot. Lydie

  6. Julie says:

    I don’t have an air popper but wanted to try this. Any suggestions how to pop corn without running out to buy an air popper? I could of course be talked into buying one if I HAD to to try this recipe…

    • Mel says:

      Julie – You could google stovetop options. Or there is the brown paper bag method. Put 1/4 cup of unpopped kernels in a brown paper “lunch sack” bag. Fold the top down, and pop in the microwave. Depending on the microwave power about 2-3 minutes. Of course my vote would be to buy an inexpensive air popper. 🙂

  7. David Pier says:

    On second reading of your instructions, I see you add the salt and baking soda later, so just mix the whey with the sugar, before adding to liquid, to prevent clumping.

  8. David Pier says:

    To prevent the whey from clumping, mix it thoroughly with the other dry ingredients (sugar, salt, baking soda) before adding any liquids.
    Another note: The vanilla flavored whey usually has guar gum added to make a milk-shake type of drink. The amount is highly variable in different brands, so that can be the source of some weirdness. Nothing wrong with guar gum, but maybe not what you would choose to add to caramel. I’m going to try it with unflavored pure whey protein isolate, with some extra vanilla extract. Thanks for the recipe!

  9. Hilary says:

    This is some SERIOUSLY addictive stuff! I can’t keep my hands out of it!!! 🙂

  10. melanie says:

    I have made this several times and it really is the best caramel popcorn! I have one question. Every time I make it, it gets little brown, burnt pieces in the first step. It doesn’t taste burnt, the caramel just has brown pieces. I cook it on low, maybe it’s my pan? What do you think? (It’s still amazingly good!)

    • Mel says:

      Melanie – you know, mine does that too, occasionally. I think it is usually when I’ve grabbed on of my pots that doesn’t have a really heavy bottom to it. What’s your pan like? If you are cooking it on low, there probably isn’t much to worry about, especially if it doesn’t taste burned. I’m glad you like the popcorn!

  11. Megan says:

    Mel, this the the BEST. By far. My carmel popcorn-loving sister also declared it the best. It has the best vanilla flavor and tastes very different from the normal butter and brown sugar recipe. Thanks for sharing. I got a huge thing of the whey (it was way- pardon the pun- cheaper at wal-mart compared to the grocery store, but you have to buy a big container)- I’m so glad we love it as I now know we will go through the whey easily just using it to make this little piece of heaven recipe. My one thing, I kept stirring it, and even though I followed your recipe to a T, I think it started to burn on the bottom because I started getting little dark brown pieces when I’d stir….I ended up taking it off before it got to boiling, and it didn’t ruin it- it still tasted heavenly, not the least bit of burn taste…..any suggestions? Lower heat next time? Divine, thanks for sharing. My sis and I are big fans of yours. She was going to make a soup recipe she’d printed off a blog, but when she found out it wasn’t from your blog, picked a soup of yours instead. We are ready for you to make a cookbook. We’ll be first in line. You have the best recipes ever. Thanks for sharing!

  12. Becky says:

    I just sent you a popcorn recipe, but I haven’t tried this one of yours yet! It’s 5:39 pm, I came here looking for a dinner recipe, but I think we’ll scratch dinner and just have carmel popcorn tonight!!! Teehee! Thanks!

  13. Auntie Patch says:

    How about your “Cracker Jack” recipe? Please, please, please….?

  14. Kensi says:

    Haha, I like you too! Thanks so much for taking my request!! I also bragged about your blog the other day on my blog…

  15. Kensi says:

    This looks yummy! Mel, do you take requests? I would love to find a really good kettlecorn recipe!! I have tried 2 different ones and they haven’t turned out at all!

    • Mel says:

      Kensi – I take requests from people I like. And I like you. So I’ll go on the search for kettlecorn. Thanks for the challenge!

  16. 4boy*s_momma says:

    Made this so many times in one week – I lost count! I have two teenage sons that kept bringing friends home and asking me to make another batch because they had told their friends how good it was and they wanted to try it:-) So I did and it was gone quicker then it took to make it-which isn’t long…One boy asked if we’d adopt him! And of course, when they hear it has protein powder then it’s ‘good for them’. Lol.

    • Mel says:

      4boy*s_momma – hilarious! I’m so glad this was a hit…sounds like you are the most popular momma in the neighborhood right now!

  17. AJ says:

    OK, so my sister and I (Shannon) always comment on the same recipes for your site. I love it. But anyway, so I made this and also loved it. I halved it the first time and ate most of it myself. So good. I just finished making it a second time and both times the sauce was chunky. It doesn’t make it taste bad and once it is on the popcorn you can’t really tell, but it is still kind of gross. I don’t know if I am using a weird kind of whey protein and that’s why it makes it clumpy, or if I just don’t stir it enough right at the beginning. Maybe if I mixed the whey protein with the water before I added them to the rest. I don’t know. But still delicious!

  18. Mel says:

    Shannon – a perfect FHE treat! I actually think brown sugar and honey is a fantastic substitution! I’ll be trying it that way next time for sure.

  19. Shannon says:

    We just made it for FHE treats…yum….addicting. I modified it a bit by halving the recipe (kind of estimating some things) and by using brown sugar and honey instead of white sugar and corn syrup, but it was still so good. This is the best soft, chewy popcorn ever! (And it makes a lot).

  20. Mel says:

    mysterie91 – this is definitely not a crispy popcorn – it is meant to be soft and chewy, but I’m sorry you didn’t like the result! Hopefully you’ll find another avenue for the whey protein!

  21. mysterie91 says:

    We tried this caramel popcorn after finally finding the vanilla whey protein. While it was creamy and tasty, it was overly “chewy” for our liking. We baked it in the oven at 325 for about 45 mins, stirring every 10-15 mins to add crispness and that helped. It eneded up being crisp but still slightly chewy. Not sure we would make this again even tho it was super creamy.

  22. Elisa says:

    Protein Powder!!? What the what? I MUST try this! I love me some good caramel popcorn!

  23. joyce says:

    I've made this twice in the last week!! I LOVE it!! It's so easy.

  24. Melanie says:

    joyce – hooray! So glad this has been a hit.

  25. Melanie says:

    susan – thanks for weighing in on this recipe! It's amazing how the whey protein doesn't really affect taste as much as adding creaminess – I'm glad your husband liked it, too.

  26. the mama monster says:

    um yes please?!

  27. susan says:

    I've been on the hunt for a soft caramel popcorn recipe and was excited when you posted this.I made it tonight! It was just what I was looking for and I ate my weight in it. My husband was nervous about the whey protein because he 'hates the taste' but even he ate two helpings and said it was good. This recipe will continue to be made and enjoyed at our house! I feel lucky to have it.{susan at}

  28. Katy ~ says:

    CrackerJack style all the way, but wouldn't say no to this either! Looks delicious!

  29. Colleen says:

    That caramel popcorn looks so good! I am making it this weekend and I will let you know what I think.

  30. Sadie says:

    You must have read my mind. I've been looking for the perfect caramel corn recipe for weeks now. Thank you!! I know it will be fabulous!!!

  31. Shannon says:

    As far as ooey-gooey-soft-and-chewy goes…I'm in that camp as long as it kind of melts in your mouth. It's no fun when it's just chewy enough, but not crunchy and it gets stuck in your teeth. Do you know what I'm talking about? So this is soft and melty right? I wanna try it! We already have the protein powder and we throw it in smoothies, but now I'm really curious about the popcorn.

  32. Melanie says:

    April – I'm guessing you could try a microwave popcorn that is more "natural" and less salty and buttery than most. You might still get a hint of salt, but that may actually be kind of yummy with the caramel. As an FYI, you can pop popcorn on the stovetop with a skillet or pan with a tight fitting lid.

  33. i i eee says:

    Weird! And no sweetened condensed milk. I can't wait to try this.

  34. Danielle says:

    So with whey protein, it could qualify as health food, right?

  35. Julianne says:

    I really really want this. Right now. This instant.Too bad Ryan has the car and it is NOT parked at a grocery store to pick up protein powder. Boo. I'll do a report on this one when we do try it, though, because — we WILL be trying it.

  36. April says:

    I have a random question that semi-relates to this recipe… Do you know of any way to make caramel popcorn with a bag of microwave popcorn (obviously not the nasty too-buttery stuff…)? I don't have an air popper, and don't forsee myself buying one just to make caramel corn every so often, but occasionally I would LOVE to try one of the recipes that I come across!

  37. Janssen says:

    Must be sticky and soft. Seriously. Otherwise? YUCK.

  38. grace says:

    well, if the connoisseur says it's so, it must be so! the recipe certainly looks promising, and hey–added protein! 🙂

  39. MarineWife02 says:

    I actually have a huge thing of vanilla whey protein powder to use up. I'll be trying this for our next movie night!

  40. Queen B. says:


  41. Emily says:

    This LOOKS delicious, but I hate the taste of the whey protein, and I've tried quite a few different brands… can you really taste it, or does it just kind of up the vanilla taste? Also, my feed reader said you posted another recipe, actually just some pictures came up of some pasta with green onions on top, and that looked soooo good! Can't wait till you post that one! 🙂

  42. EmilyCC says:

    If you and Aunt Marilyn say it's the best, I believe you. You two haven't steered me wrong yet! 🙂

  43. Tia says:

    hmm… i've never made any of that whey stuff before, is it expensive?

  44. Leslie says:

    THis looks like the best to me!!!!

  45. Deborah says:

    I love it ooey and gooey, too – in fact, I just made my version this past weekend! This sounds so interesting with the whey protein. I have some chocolate on hand, I wonder how that would be?

  46. Jenn says:

    Sounds very yummy. I have never heard of the vanilla protein powder being added before. I think we will give this a try this weekend!!

  47. Cammee says:

    Ooey gooey is the only way! My mom has a good ooey gooey recipe but the problem is that its a crunchy, gigantic popcorn ball the next day. I have never used powdered vanilla whey protein, but I'm going to give it a go!

  48. Loralee and the gang... says:

    I already have the best crunchy caramel popcorn recipe in the world ;-D but I will certainly have to try this recipe. I love ooey gooey caramel popcorn, too.

  49. Jschmalle says:

    I am right there with ya, I love it soft and chewy. Can't wait to try it!

  50. Melanie says:

    Deborah – I actually had the same thought about the chocolate whey protein but haven't tried it. Personally, I think it would be delicious!

  51. Stacie says:

    This looks yummy. I will have to try it your way.

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