Soft Caramel Corn

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Soft, yummy caramel corn that will disappear before your eyes! Great for the holidays, parties, or gifts. I promise, this easy recipe won’t let you down!


  • 3 (3.5 ounce) packages microwave popcorn, popped
  • 2 ¼ cups packed brown sugar
  • 1 cup corn syrup
  • 1 cup butter
  • 1 (5 ounce) can sweetened condensed milk


Place the popcorn in a large bowl. Shake and toss the bowl to make the unpopped kernels go to the bottom; discard.

In a sauce pan over medium-high heat, cook the brown sugar, corn syrup, and butter, stirring constantly. Heat to 270 to 290 degrees F (132 to 143 degrees C), or until a small amount of syrup dropped into cold water forms hard but pliable threads. Remove from the heat, and carefully pour in the can of condensed milk; stir until smooth.

Pour 1/4 of the caramel at a time over the popcorn, stirring until all of the popcorn is covered. Cool at least 10 minutes before serving.

Prep time: 5 mins / Cooking time: 15 mins / Total time: 30 mins

Serving: 40 / Yield: 10 quarts

Calories: 159.4

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