Soft Caramel Popcorn

My mother-in-law is a good cook.  There are several things she makes that just can’t be beat, one being this caramel corn. The caramel stays soft.  It’s not like traditional caramel corn where the popcorn is coated in a hard, shiny sugar coating. This, by contrast, is perfectly soft and chewy. And it is addictive, as in “I-will-eat-it-until-I-pop good!” Better than words can describe. It makes fabulous popcorn balls too, if you are so inclined. Any time this is made around here, it disappears too fast to form into balls!  I have yet to meet anyone who isn’t a fan once they’ve tried it. Quick and easy to make, it is the perfect no-frills, crowd pleasing snack!  ~Kathy



  • 1 1/3 c popcorn kernels (or 5 bags microwave popcorn*)
  • 3 T. oil, for popping corn, if needed
  • 1 can sweetened condensed milk
  • 2 c. sugar
  • 1 ½ c. light corn syrup
  • 1 c. butter


Cook popcorn, with oil, according to machine directions (air popped, stir crazy, etc), then salt lightly.

*Or prepare 5 bags of Healthy Choice (or other low butter) microwave popcorn – see tip at the bottom for removing kernels.

Place popped popcorn in an in extra large bowl/pan.  (I have a clean dishpan that I use only for this purpose.  A large roasting pan also works.)  Set aside.

Combine sweetened condensed milk, sugar, corn syrup, and butter in a large, heavy saucepan.

Stir over medium heat until sugar has dissolved.

Increase heat to medium-high and bring to a hard, rolling boil while stirring constantly.

When the mixture comes to a rolling boil, reduce heat to medium-low.

Continue to cook and stir for 10 minutes; remove from heat.

Pour over popcorn and immediately stir to coat using a large spoon or spatula.  (Use caution, it’s hot!)

If making popcorn balls, portion out and wrap in waxed paper or place in treat bags.

Popcorn closeup

Check out this real caramel goodness!

Tip: If using microwave popcorn, when finished cooking, open the top of the bag just a bit, barely splitting the seam open.  Shake upside down over the garbage can to remove the un-popped kernels.

Turtle Bark

On Valentine’s Day, my boys were asking for dessert, but after a busy day at work, there was no time to bake.  Turtle bark was born, and all the boys (the grown one included, who’s a hard sell for desserts) loved it. ~Kathy



1  12 oz. bag of milk chocolate chips, divided

1  11 oz. bag of Kraft Caramel Bits

2 T. milk

6 oz. of pretzel twists (about 1/3 of 16 oz bag or so)

1 c. pecans, roughly chopped


Line a cookie sheet with parchment paper. Melt two-thirds of the bag of chocolate chips in the microwave at 30 second intervals, stirring after each. Continue as needed until chocolate will stir smooth.

Spread the melted chocolate evenly over parchment paper.

Immediately sprinkle pecans and pretzels over chocolate and press them gently into the chocolate.

Add caramel bits to microwave safe bowl with milk. Melt according to package directions.  Stir until smooth and drizzle over pecans and pretzels. If desired, sprinkle lightly with salt.

Melt remaining chocolate chips and drizzle over the caramel. (Once melted, I poured it into a zip top bag and cut the corner off to make a quick pastry bag to make this step easier.)

Place in the refrigerator to harden.

Once set, break or cut into pieces.

This recipe adapted from

Caramel Sheet Cake

This cake is so addictive, we’ve lovingly nicknamed it “crack cake.”  The caramel frosting poured over the warm cake seals in the spicy deliciousness, making it impossible to walk past it without taking a little sliver.  Our Mammaw used to claim she was “just evening out the edge!” Make it when you can share, and be prepared for everyone to request the recipe.


Ingredients for the Cake:

  • 1 c. butter (2 sticks)
  • 1 c. water
  • 2 c. all-purpose flour
  • 2 c. sugar
  • 1 tsp. baking soda
  • ½ tsp. salt
  • ¼ tsp. ground cinnamon
  • ¼ tsp. ground ginger
  • ½ c. sour cream
  • 2 eggs
  • 1 tsp. vanilla

Ingredients for the Frosting:

  • ½ c. butter
  • 1 c. packed brown sugar
  • ½ tsp. salt
  • ½ c. sour cream
  • 2 ½ c. powdered sugar
  • ½ tsp. vanilla

Instructions for the Cake:

Preheat the oven to 325˚F.

Grease and flour a 15×10 sheet cake pan or jelly roll pan; set aside.

Boil butter and 1 cup water in a medium sauce pan medium/high heat.

In a large bowl, whisk together flour sugar, baking soda, salt, cinnamon, & ginger.

Add hot butter mixture to flour.

Beat on low speed just until moisturized.

Add sour cream, beating well.

Beat in eggs, one at a time.

Stir in vanilla.

Spread evenly in prepared jelly roll pan.

Bake at 325˚F for 25-30 minutes, until toothpick comes out clean.

Instructions for the Frosting:

Bring butter, brown sugar, and salt to a boil over medium heat, stirring occasionally.

Remove from heat and stir in sour cream; return to a boil.

Remove from heat and gradually add powdered sugar & vanilla; beating at medium speed with a mixer until smooth.  Pour over warm (not hot) cake & spread evenly.

Note:  For the frosting, use a stainless steel pan or transfer to a bowl before mixing.  The mixer will chip nonstick coating.