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.