Soft Caramel Popcorn

Pat Duran


My friend sent this to my via e-mail- I haven't tried it yet- but she swears by it! So I know it must be a great recipe.

★★★★★ 1 vote
makes about 16-18 cups
10 Min
5 Min
Stove Top


1 c
real butter
1 c
light brown sugar or your favorite
2 c
mini marshmallows
1/2 tsp
vanilla extract
14 c
popped popcorn or 4 of the big bags microwave popcorn,popped

How to Make Soft Caramel Popcorn


  • 1Pop the popcorn. Pour into a bowl. Set aside.
    In a large saucepan heat the butter over medium-low heat until melted; add the brown sugar and let cook for only 30 seconds,stirring continuously. (The sugar won't be dissolved -that the way it should look- cooking longer will crystallize the sugar.
  • 2Add the marshmallows and stir until melted and combined;stir in vanilla, blend in.
    Pour over the popped corn and gently stir to coat all. Great warm good cold too -stays soft. Can form into balls or leave loose. Or can add in extras like M&M's, sprinkles, other candy bites, bacon, etc...

Printable Recipe Card

About Soft Caramel Popcorn

Course/Dish: Candies, Other Desserts, Popcorn
Main Ingredient: Rice/Grains
Regional Style: American
Other Tags: Quick & Easy, For Kids