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Chewy Caramel Popcorn

Crunchy popcorn is okay. It’s manageable…………if there’s nothing else.
But man, give me some chewy caramel popcorn and I can’t stop eating it. It’s a terrible thing.
I got this quick and easy recipe from a great friend, who should have kept it to herself all those years ago. Thanks Katie!
**edited on 11/12/12, more than 3 years later**
The previous picture was bad. Some probably looked at it and thought, “…meh, I’m not trying that. Looks gross.”  And if so, you’ve been missing out.  So here’s a few updated pictures, to give this delicious popcorn some justice! :)





Yum, right?  Okay…..let’s get down to business!


Chewy Caramel Popcorn

You’ll Need:

  • 2 1/4 cup Brown Sugar
  • 1 cup Corn Syrup
  • 1 cup Butter
  • 1/2 tsp Salt (unless your popcorn is salted, like microwave popcorn, then you won’t need any)
  • 1 can Sweetened Condensed Milk
  • 1 tsp Vanilla
  • 2 large bowls of Popped Popcorn


Combine first 4 items in medium saucepan and stir over medium/high heat. Stir continuously. Let boil for 2-3 minutes (no longer) and then remove from heat. Add the milk and vanilla. Return to heat and stir until is just barely starts boiling again. Remove and drizzle over popcorn. Stir well, to completely coat the popcorn.


Need a variation? Chop up some Almond Joy and toss it around while it’s still warm. Wow. It’s that yummy. But really, you could throw in any sort of candy. Go crazy.

**Warning: This recipe makes a lot of caramel. If you just want one big bowl full of caramel popcorn, just half the recipe. I never do because I don’t want a half of a can of sweetened condensed milk in my fridge, waiting to be knocked over. So make lots and share.

Ashley Johnston
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Ashley Johnston

Owner at Make It & Love It
Ashley Johnston is a professional DIY costume maker, sewist, crafter, and owner of Make It & Love It. She is a mom of 5 and a wife to a very patient (with the craft clutter) husband. In case you’re wondering, she always chooses crafting/sewing/designing over mopping/dusting/wiping base boards……but bathrooms/laundry/full bellies are always attended to. Whew!
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  1. Kiki says:

    What size can should I use?? How many mL?

  2. RenRan says:

    I was searching for an “easier” version of Caramel Popcorn when I saw yours and it is almost the exact same version as mine. Wanted to share how I made this easier – I filled a brown paper bag a little over half full of popcorn and then poured the caramel 1/3 at a time and stirred right in the bag until all was well mixed and then dumped out onto 2 buttered cookie sheets. Very little caramel was wasted, a few tablespoons on the bottom of the sack I just scraped out with the spatula and spread on the caramel corn. Clean up was easy, crumple up the bag and toss into the garbage can!

  3. Erin @ Texanerin Baking says:

    This looks great! Question though. 2 large bowls… I’m guessing you mean two large mixing bowls and not a bowl like in the picture, right? Just want to make sure! Someone asked about using something other than corn syrup. I think I’m going to try this recipe next week and use brown rice syrup. I’ll let y’all know it if comes out!

  4. Janelle says:

    maybe should mention to let it cool down before poring over popcorn….or am I the only silly person that pored boiling hot mixture over the popcorn and watched it shrivel into nothing :(

  5. Amber says:

    I cannot wait to try this! I always steal nibbles from the chewy caramel popcorn goodies that my kids get at halloween. :-) They will be so so happy that I found this recipe! Thanks.

  6. Meagan says:

    Just wondering about storing this popcorn (cupboard in airtight container,freezer?) and how long it would last?
    Looks delish!

  7. Erin says:

    I whipped this up for an after school snack, and it made so much that I’m giving bags away to the neighbors with invitations to our community Messiah performance. Thank you!

  8. Adina says:

    What is a good substitute for sweetened condensed milk? I don’t know what that is and they don’t sell it where I live. Is it similar to unwhipped whipped cream? (that comes in a tiny little container)
    I’ve got all the other ingredients… can’t wait to start.

  9. Crystal says:

    Can honey replace the corn syrup? We try to avoid corn products and refined sugars. I can use rapadura or sucanat and a touch of molasses for the brown sugar. I am hoping that honey will be close enough in consistency to use in place of the corn syrup. Anyone know how that will work out? Maybe I’ll just give it a try and come back to let you all know how it works. :)

  10. Carrie @ LPOHH says:

    Is it sticky? I’ve made a chewy popcorn recipe that’s closer to a rice krispie recipe with butter, marshmallows and brown sugar and it’s not too sticky. But I LOVE sweetened condensed milk and this recipe looks really good too. A 1/2 can of that milk in my fridge would get a spoon in it every time I opened the fridge door. :) Thanks for sharing!

  11. Sara says:

    This looks like pretty much the same recipe I use to make Caramel Chex… Just substitute two boxes of corn Chex, each in a big bowl! Yummm… and more crunchy! :)

  12. Jenn from says:

    THANK YOU! I made this recipe when I was a MiaMaid, but then I lost it in college sometime and I have been aching to find it for years because I hate crunchy caramel corn! I’m so excited about this!

    Also, I successfully use a sweetened condensed milk substitute in this recipe, if you don’t have/care to buy a can: 1 c. powdered milk, 1/3 c. boiling water, 2/3 c sugar, 3 T melted butter (combine in blender)

  13. Robin says:

    This is really good :) I halved the recipe, and used 3 bags of microwave popcorn…perfect!

  14. lisa says:

    Is this a sticky recipe or will it be like reg caramel popcorn? Looks delicious though :)

  15. Jackie says:

    Sooooo good. Make sure the bowls of popcorn are very large! our favorite caramel corn recipe now.

  16. Jamie Phelps says:

    I know this was posted forever ago, but I just came across it the other day! I was actually looking up your spaghetti squash recipe…but saw this and had to make it immediately…unfortunately, it has been three days since I found it – but SO worth the wait! Just made it for a movie my husband and I are going to watch this afternoon together and I can see it will be long gone by then! Thanks for the recipe! Yum-O!!!

  17. Wendy says:

    I like your idea Skylark. This DOES make A LOT! It's very delicious! I think I would boil it just a minute or two longer though for a chewier caramel.

  18. SkylarKD says:

    This is the best snack food EVER. Thank you!

    By the way, I third your recipe and it still makes way too much for me, so I pour the leftover caramel into a mason jar and keep it in the fridge. Then I just scoop out and reheat what I need next time!

  19. Ashley says:

    Yes, I have used microwave popcorn before. Just be sure to pick out the kernels. And I can't remember how many bags……maybe 4 or so.

    Good luck!

  20. amanda says:


  21. Katelyn says:

    yummy! This was quite easy to do and very yummy. Huge amount of carmal!!

  22. Katie Fish says:

    I feel honored just to be mentioned in your super cute/creative blog! :)

    Okay, you’ve convinced me to make the popcorn…it’s so bad…yet SO good! :)

    PS…just to let you know, this blog makes me sick. You are so incredibly talented and creative and just…yeah, makes me sick. One day I want to grow up to be just like you! :)

  23. Bree says:

    I found your blog thru a friend and have loved all your darling ideas! My friend and I made this popcorn last night and we all loved it! Thanks!!

  24. Ashley says:

    Awww Jodi……when are you coming over? I’ll make you and Evan your own bowl, just like always. :o) We’re going to have to plan a trip down to see you soon. We’ve got some catching up to do.

    April – YAY!!! It’s addicting, huh? I’m gad I’m not the only one now, eating all of this yumminess. I need others to overdose on it with me. ;o)

  25. April says:

    Too good! We have already made 2 batches since you posted this. The kids (and my husband) are LOVING it…..and yeah, I may have had my fair share too! Thanks!!

  26. Jodi says:

    Ash you had to do it. I am totally homesick now! We have made it, but with out you here to come up with fun new additions to the popcorn, it just isn’t the same. Plus, we have yet to find a couple who will come over at midnight to eat it with us. Miss ya

  27. Diane says:

    Yummy! Carmel is the only way to go with popcorn! …you have some yummy recipes! Do you want to be a co-author for our recipe blog Delicious Beans and Things…then you can post your yummy food items on there as well? It’s cool if you don’t, but if you do…I’ll send you an invite. :)

  28. jodi says:

    You just reminded me of a craving I’d forgotten. Darn it.

  29. Ryan & Rachael says:

    DUDE! That’s sounds so tempting. Ah…darn it, I have to restrain.

  30. Bamamoma says:

    yeah, I got this recipe from my SIL and it IS addictive and absolutely the best caramel corn EVER!!! Um, now I want some.

  31. Ashley says:

    Glad you like it. Careful: it’s addicting. :o)

  32. Amanda says:

    This is a delightful recipe. Thanks!!

  33. Amanda says:

    Oh no! That looks simply awful!! I’m joking of course because it looks so yummy that I’m going to make some up right now…I just exercised so I’m good for a few hundred calories!

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Hi, I’m Ashley—the DIY-enthusiast behind this crazy blog!

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