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In a large, heavy-bottomed pot, combine the brown sugar, butter, sweetened condensed milk, corn syrup, vanilla extract, molasses, and salt. Place the pot on the stovetop over medium heat.

Stir the caramel mixture continuously with a whisk or spoon as it heats up to prevent scorching. Bring the ingredients to a boil. It is crucial to use a candy thermometer to monitor the temperature. Continue to cook, stirring occasionally, until the mixture reaches 236°F (soft ball stage).

While the caramel is cooking, pop the popcorn. Using an air popper, pop the 3/4 cup of popcorn kernels. This amount typically yields about 15 cups of popped popcorn.

Once popped, carefully transfer the popcorn to a very large mixing bowl. To avoid including any unpopped kernels or 'seeds' that might be at the bottom, scoop the top layer of popped popcorn first.
Once the caramel sauce reaches 236°F, immediately remove it from the heat. Carefully pour the hot caramel sauce directly over the popped popcorn in the large mixing bowl.
Using a sturdy spatula or large spoon, stir the popcorn and caramel thoroughly until all the popcorn is evenly coated with the gooey caramel. Work quickly as the caramel will begin to set as it cools.

Once fully coated and slightly cooled, store the soft caramel popcorn in an airtight container to maintain its softness and freshness. This recipe also makes excellent popcorn balls.


In a large, heavy-bottomed pot, combine the brown sugar, butter, sweetened condensed milk, corn syrup, vanilla extract, molasses, and salt. Place the pot on the stovetop over medium heat.

Stir the caramel mixture continuously with a whisk or spoon as it heats up to prevent scorching. Bring the ingredients to a boil. It is crucial to use a candy thermometer to monitor the temperature. Continue to cook, stirring occasionally, until the mixture reaches 236°F (soft ball stage).

While the caramel is cooking, pop the popcorn. Using an air popper, pop the 3/4 cup of popcorn kernels. This amount typically yields about 15 cups of popped popcorn.

Once popped, carefully transfer the popcorn to a very large mixing bowl. To avoid including any unpopped kernels or 'seeds' that might be at the bottom, scoop the top layer of popped popcorn first.
Once the caramel sauce reaches 236°F, immediately remove it from the heat. Carefully pour the hot caramel sauce directly over the popped popcorn in the large mixing bowl.
Using a sturdy spatula or large spoon, stir the popcorn and caramel thoroughly until all the popcorn is evenly coated with the gooey caramel. Work quickly as the caramel will begin to set as it cools.

Once fully coated and slightly cooled, store the soft caramel popcorn in an airtight container to maintain its softness and freshness. This recipe also makes excellent popcorn balls.
