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Easy Soft and Chewy Caramel Popcorn Recipe

This caramel popcorn recipe is one of my most requested recipes of all time. Friends and Family always comment on it's delicious flavor, the soft chewy texture, and 9 times out of 10, they end up asking for the recipe! 

Keyword caramel, dessert, popcorn
Prep Time 10 minutes
Cook Time 10 minutes
Total Time 20 minutes
Author Natalie Stefanoff

Ingredients

  • 1 can Sweetened Condensed Milk
  • 1 cup Butter {2 cubes}
  • 2 1/4 cup Packed Brown Sugar
  • 1 cup Corn Syrup
  • 3-4 bags "Butter" Flavored Microwave Popcorn

Instructions

Make your Delicious Caramel

  1. Melt butter over medium/medium high heat on stove top. Add all other ingredients when butter is melted completely. Stir constantly until all sugar is dissolved, and make sure that all large clumps of brown sugar are broken up.

When mixture begins to boil rapidly (not just around the edges, but completely through mixture) stir and cook 30 more seconds and then remove from heat.

  1. Pour hot caramel over 3 bags of “butter” flavor popcorn 

  2. Stir until popcorn is evenly coated.

Pop your Popcorn

  1. While your butter is melting and your mixture is coming to a boil, pop your popcorn in the microwave.  

  2. When your bags of popcorn are fully popped, dump it first into a medium sized bowl. Begin transferring the popcorn into an extra large bowl with your hands by scooping the popcorn out carefully. If you do this slowly, you will separate the popped popcorn from the un-popped kernels.

Recipe Video

Recipe Notes

WARNING: If you overcook the caramel, it will not stay soft and chewy. (Speaking from experience here).

I have used 4 bags of popcorn for huge groups, but I like mine to be heavily coated. (I have tried movie theater butter, or extra butter, and I prefer just plain “butter” flavored)