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!

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Ingredients

40
Original recipe yields 40 servings
The ingredient list now reflects the servings specified
Ingredient Checklist

Directions

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

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  • 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.

Nutrition Facts

159.4 calories; protein 1g 2% DV; carbohydrates 24.6g 8% DV; fat 7g 11% DV; cholesterol 13.4mg 5% DV; sodium 111.4mg 5% DV. Full Nutrition

Reviews (61)

Read More Reviews

Most helpful positive review

Rating: 5 stars
07/02/2006
I made this tonight and really liked it. I've tried a few other recipes but they all turned out crunchy and I like my caramel corn soft and gooey. This did the trick! Sweet and buttery and sticky. Thanks:) Read More
(55)

Most helpful critical review

Rating: 3 stars
12/30/2006
I think I totally screwed this up. This recipe needs to be rewritten to state that 1/2c of sweetened condensed milk is needed instead of a can. Because I put in a can not realizing that it called for 5oz can instead of a 12oz can. So now I basically have roater pan full of mess. I am glad I made this early instead of planning on taking this over to a friends house on New Years Eve. Read More
(76)
77 Ratings
  • 5 star values: 59
  • 4 star values: 15
  • 3 star values: 2
  • 2 star values: 1
  • 1 star values: 0
Rating: 3 stars
12/30/2006
I think I totally screwed this up. This recipe needs to be rewritten to state that 1/2c of sweetened condensed milk is needed instead of a can. Because I put in a can not realizing that it called for 5oz can instead of a 12oz can. So now I basically have roater pan full of mess. I am glad I made this early instead of planning on taking this over to a friends house on New Years Eve. Read More
(76)
Rating: 5 stars
07/01/2006
I made this tonight and really liked it. I've tried a few other recipes but they all turned out crunchy and I like my caramel corn soft and gooey. This did the trick! Sweet and buttery and sticky. Thanks:) Read More
(55)
Rating: 4 stars
11/17/2006
This is a good recipe. I am one of those crazy people though that does not use a microwave anymore so microwave popcorn was out. I popped my own. When I finished mixing it all up it didn't taste quite right. I realized it was missing a salty flavor form the prebuterd and salted microwave popcorn. Solution salt your caramel corn after you mix it up. Go easy and salt to taste. Then it is great. A little sweet and salty. Yum Read More
(51)
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Rating: 4 stars
10/14/2007
When I cook I don't follow the ingredients exactly. In this recipe I cooked the popcorn on the stove and more than the recipe called for then salted it. I added the caramel to small amounts of the popcorn until it was as gooey as we like it. I do not have a candy thermometer so I tested it by putting the caramel in cold water. Cooking it as long as it says was too long. It got hard too fast and that made it very chewy. The second time I cooked it til it made a very soft ball. This was much better. This does make a very large batch and is hard to eat the second day. Unless you are making this for a large crowd half the recipe. I also added 1 tsp of vanilla. Yum! Read More
(34)
Rating: 5 stars
11/25/2007
I have tried all sorts of recipes for caramel corn lately. My mom made soft caramel corn when I was younger but it requires golden syrup I cannot buy around here. I really do not like crunchy caramel corn. It reminds me of the boxed stuff. No thanks! This recipe was super easy and I was 100% pleased with the result. Better yet I don't have to bake it! I did add some peanuts though. When this caramel corn cooled down I put it in small zipper bags and stuck them in the freezer. I can grab one for a snack but I usually share it with the entire family. We all love it!! Read More
(21)
Rating: 5 stars
10/25/2006
This was great. My family loved it. I added vanilla and cinnamon for flavor. I also used fat free condensed milk. Read More
(17)
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Rating: 5 stars
12/31/2009
Everybody loved this however I only had to heat my caramel to 205 degrees also I added vanilla extract after removing it from the heat. Read More
(16)
Rating: 5 stars
01/13/2011
My husband and I are enjoying a "snow day" today and I decided to make this recipe. It is WONDERFUL! It was extremely easy to make and is a decadent treat to enjoy on a cold day. I did Halve the recipe and still had more than enough for the 2 of us. If you love caramel make this you won't be sorry Read More
(14)
Rating: 4 stars
06/17/2007
I made this using only half the amount called for of the caramel ingredients and added 2 tsp vanilla when I added the condensed milk. It came out perfect! If I had added as much caramel as the recipe calls for it would have been way too much. Read More
(13)