- * 3 (3.5 ounce) packages microwave popcorn, popped * 2 1/4 cups packed brown sugar * 1 cup corn syrup * 1 cup butter * 1 (5 ounce) can sweetened condensed milk
2. In a sauce pan over medium-high heat, cook the brown sugar, corn syrup, and butter, stirring constantly. Heat to 270 to 290 degrees F (132 to 143 degrees C), or until a small amount of syrup dropped into cold water forms hard but pliable threads. Remove from the heat, and carefully pour in the can of condensed milk; stir until smooth.
3. Pour 1/4 of the caramel at a time over the popcorn, stirring until all of the popcorn is covered. Cool at least 10 minutes before serving.