Caramel Corn
This easy recipe gives you no-fail caramel corn in 10 minutes with just three ingredients – brown sugar, butter and popcorn.


  1. Cream butter; add brown sugar and whip until fluffy. In a large baking pan, combine popcorn with creamed mixture.
  2. Bake in 350 degree oven for about 8 minutes or until crisp.
  3. Serve warm if desired.


  1. I tried this recipe and it turned out great, only one change I add a tsp of vanilla favor, if you follow the very simple directions you go worry, thanks for sharing.

  2. Worst recipe ever, the butter and sugar melted, no crunchy popcorn, all i have is shrinked popcorn and butter sugar syrup…waste of ingredients

  3. This caramel recipe worked amazing! I didn’t have any corn syrup so I looked up a recipe without that ingredient and this recipe is yummy its amazing how you only need two ingredients!:)

  4. Great quick recipe! Popcorn does shrink up a bit but a small amount is all you need… this stuff is RICH!

  5. I love this recipe!! I’m making it for the third time tonight, and I think I’ll try the vanilla this time. Can’t be bad! Thanks for the tip, Linda. And the popcorn does shrink a bit, but that’s common, even in the store bought brands. It’s still fantastic.

  6. I ruined some very expensive walnuts using this recipe I had a grainy mess. Going to go nack to the corn syrup recipe.

  7. Hi,

    So sorry to hear! I’m not sure where the walnuts came in or if you meant to comment on a different recipe. We received this recipe from the Popcorn Board and haven’t tested it ourselves, but seems like it’s hit or miss among commenters. Here’s our Caramel Corn Recipe that we have tested, though it does use corn syrup.

    Hope this helps, and thanks for visiting Farm Flavor!

    Jessy Yancey, editor

  8. This recipe works. Here is what I did differently. For me, there wasn’t enough caramel sauce and after reading the reviews I didn’t want my popcorn to shrink so here is was I did.

    Follow the recipe as follows.
    Bake for about 6 minutes
    Pull out and transfer to another bowl or dish and then stir it. Let it sit.

    In a bowl whisk 1/4 cup of butter then add 1/4 cup if brown sugar and whisk until fluffy.
    Transfer to pot on medium heat. Cook for about 3 minutes and stir every minute or so.

    Basically you want it to be a thick caramel consistency.
    Drizzle over popcorn and stir again.


  9. It is so good a added a bit of Vanilla to it. When it first came out it was chewy and I thought it was ruined. I let it sit for a bit longer and it was perfect. Waitinglonger is the key for it to dry.

  10. Just made this recipe as I am trying to stay away from processed foods like corn syrup.
    Loved it. Thank you

  11. I’m looking at your recipe wondering what exactly you baked for 6 minutes. The popcorn without anything on it? or with the sugar and butter? I’d love to try your method. Just need clarification. thx

  12. Hi Trina,

    You bake the popcorn after it has been combined with the sugar and brown butter mixture. Hope this helps!

    Rachel Bertone
    editor, Farm Flavor

  13. Not my favorite recipe for caramel corn but I did just make a whole pan full in under 15 min with no corn syrup so I really can’t complain. I think it might be better if the caramel gets cooked before being added to the popcorn.

  14. This recipe is very good. I just added vanilla and the popcorn turned out great. It taste better than the store bought brands I have tasted around the world. I really enjoy caramel popcorn and this recipe is a keeper. Baking the popcorn was a great idea and it works. The popcorn becomes hard as it cools. Thank you so much for the homemade recipe. I really like cooking homemade foods.


  15. I just made this popcorn and besides to be unexpensive to make was easy and delicious. I will never buy store bought caramel popcorn again!

  16. Did you use real butter? the only time I had pop corn shrink like that was back years ago when I was still using MARGARINE, and not real 100 % butter. Margarine is made up of water and oil and the water will do that not butter.

  17. What a wonderful simple recipe. I accidentally dummped too much unpopped popcorn into the kettle and didn’t know what l was gonna do with it all! This was a perfect way to salvage save it (I accidentally made well over a gallon of popcorn). It kept nicely and was devoured much quicker than left over plain popcorn. Yummy!

  18. Butter is a mix of fat and water just like margarine, and popcorn ball recipes call for either butter or margarine. I used pure butter, and my batch shrank, too. I think a more likely explanation for unsatisfactory product is insufficient mixing. After reading Lily’s results, I took pains to distribute the creamed mixture thoroughly, using a large mixing bowl and spatula, and mixing in batches (2 cups of popcorn with 1 spoon of the creamed mixture). I noticed little pools of butter/sugar syrup in a few places on my baking pan where the creamed mixture was more concentrated, but most of it baked into the popcorn.

    I think another factor is having realistic expectations for a recipe of this simplicity and ease. Since the sugar is not cooked before mixing with the popcorn and the oven time is so short, it’s not possible for much caramelization to occur. The result is akin to granola with popcorn swapped for oats, instead of old fashioned caramel popcorn.

    I appreciated how easy it was to make a late-night treat with this recipe. I’m sure it’s perfect for children as is; next time I will halve the butter and sugar, and use dark brown sugar (and some salt) along with vanilla for extra flavor with less sweetness. I think it would be fun to experiment with added spices, too.

  19. Hello! So I made this and I tasted it early and it tastes so good! Only problem is it’s been baking for a while and will not harden. It’s just liquidy. Any tips? Or just keep baking it? I don’t want it to burn.

  20. Use agave nectar…so separation, no crystallization, just good caramel popcorn. Use about a quarter less than you would corn syrup.

  21. I cooked the Carmel mix first, added raisins, craisins, and chopped almonds. Stirred into a huge batch of popcorn and it is delicious! Only trick with this method is you have to move fast or you end up with big clumps.

  22. I took the advice of a previous post and heated the brown sugar, butter and a tablespoon of water. When the mixture was completely melted and began to thicken, I removed it from the heat and added 1/4 tsp. vanilla extract and whisked until glossy. I drizzled the mixture a little at a time over the popcorn (which was in a large bowl) then tossed and repeated until the Carmel was fully incorporated. Spread the popcorn on a large sheet pan and baked for the recommended time, tossing the popcorn at the halfway point. Removed the pan and allowed the popcorn to cool and the Carmel to harden. Delicious! (Note: I lightly sprinkled salt on the popcorn immediately after if finished popping)


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