If you have an air popper (or a Whirley Pop like I do) pop 1 cup of popcorn seeds and keep your popcorn unsalted.

If you don’t have an air popper 5 bags of plain microwave popcorn will work just fine!

Now in a saucepan melt 1 cup of butter…

To it add 2 cups of lightly packed brown sugar…

1 teaspoon of salt…

And 1/2 cup of light or dark corn syrup. I used dark because that’s what I had on hand!

Stir these ingredients together then bring them to a boil over medium heat for 4 minutes. Do not stir this mixture while it’s boiling, just let it do it’s thing!

After 4 minutes take your pot of bubbling sugar off the heat and stir in 1/2 teaspoon of baking soda and 1 teaspoon of vanilla extract.

Your sugar will become light and foamy!

It will also be super duper hot so don’t stick your finger in there to taste your homemade caramel!

Pour your popcorn into a roasting pan (look out for un-popped seeds!) and then pour your hot caramel over it.

Coat your popcorn with the caramel as best as you can, but don’t worry about coating it perfectly. Place your caramel coated popcorn into a 250 degree oven for an hour and give it a good stir every 20 minutes. See, you’ll have plenty of chances to make sure all of your popcorn is nice and caramely!

Time to pick out your candy!

I went the chocolate route, but I bet some licorice or some pretzel pieces would be super good too!

When your caramel corn is done baking stir in your candy…

Then immediately let it cool on a few sheets of waxed paper.

When it has cooled down completly break it into pieces and store your caramel corn in a large plastic bag or an airtight container.

Is it me or is this caramel corn just a tad bit sexy?



  • 7 quarts plain popped popcorn
  • 1 cup butter
  • 2 cups brown sugar
  • 1/2 cup light or dark corn syrup
  • 1 teaspoon salt
  • 1/2 teaspoon baking soda
  • 1 teaspoon vanilla extract
  • A few handfuls of stolen Halloween candy from your kiddos!

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