Soft & chewy caramel popcorn is the kind of irresistible treat that disappears by the handful. It’s buttery, sweet, and made from scratch with simple ingredients – no candy thermometer needed – making it perfect for cozy movie nights, festive gatherings, or just because.
My Aunt Renita used to make this sticky caramel popcorn all the time when I was growing up and our family would gather around the giant metal bowl to eat it as soon as it was ready. It has been a homemade favorite for generations, and an Idaho treat I grew up loving. This chewy caramel corn recipe is buttery, sweet, and sticky in the best way, with just the right caramel ratio to coat every bite.
While some recipes go for crunch, this one keeps things soft and stretchy – perfect for packing in a ziplock bag or brown paper bag and snacking on during family movie nights.
Keep the popcorn party going with these fun favorites: Twix Caramel Popcorn, Peppermint Bark Caramel Corn, Easy Marshmallow Popcorn Balls, Churro Popcorn, and S’mores Popcorn Balls.
What You’ll Need
Scroll down to the recipe card below this post for ingredient quantities and full instructions.
- Sweetened Condensed Milk – Makes the caramel sauce extra creamy and gives it that signature chewy pull.
- Plain Popped Popcorn – The base of this soft caramel popcorn; use microwave or air-popped and remove any unpopped kernels. For stovetop instructions, check out this easy guide.
- Light Brown Sugar – Adds that rich, molasses-style sweetness for classic chewy caramel corn flavor.
- Salted Butter – Gives buttery flavor and helps create that soft, chewy texture.
- Light Corn Syrup – Keeps the caramel mixture smooth and prevents it from turning grainy.
How to Make Soft & Chewy Caramel Popcorn
Pop about 10-12 cups of plain popcorn using your preferred method (microwave popcorn or air-popped both work great). Transfer to an extra large bowl and remove any unpopped kernels.
- Boil caramel base. In a medium saucepan over medium-high heat, combine the brown sugar, salted butter, and light corn syrup. Stir often and bring to a boil for 1 minute.
- Add condensed milk. Pour in the sweetened condensed milk, stir well, and bring the caramel mixture back to a boil for 1 more minute, stirring constantly.
- Coat popcorn. Remove the caramel from the heat and immediately pour it over the popcorn. Gently toss until all the kernels are coated in that sticky, soft caramel goodness.
- Let cool. Spread the chewy caramel popcorn on a parchment paper-lined baking sheet or wax paper to cool slightly. Enjoy warm, or store once cooled completely.
Recipe FAQ’s
Don’t over-boil the caramel mixture – just one minute after adding the sweetened condensed milk is enough. That’s what keeps it soft and chewy instead of firm or brittle.
This can happen if the sugar doesn’t fully dissolve or if the caramel is stirred too aggressively while boiling. The corn syrup in this recipe helps prevent crystallization and keeps it smooth.
Make sure your popcorn is totally cool and dry before adding the caramel sauce. Steam and moisture are what make caramel popcorn lose its snap or chew.
This soft caramel popcorn is definitely best served fresh when the caramel is still warm and gooey, but if you have leftovers, just store them in an airtight container at room temperature. It’ll stay chewy for a day or two, though the texture may firm up a bit the longer it sits. You can also freeze it in a ziplock bag for up to 2 months – just thaw at room temp with the bag open, and pop it in a low oven for a few minutes to help soften things up again. It’s not quite the same as fresh, but still totally tasty if you need to make it ahead.
Tips for Success
- For gifting, portion into bags while still slightly warm to keep it soft.
- Use freshly popped popcorn and remove any unpopped kernels to avoid unwanted crunch.
- Stir the caramel constantly after adding the sweetened condensed milk to keep it smooth.
- Pour and mix the caramel quickly while it’s still warm – an extra large bowl helps.
- Line your counter or tray with parchment or wax paper for easy cleanup.
More Movie Night Snacks to Try
- Lucky Charms Snack Mix
- Puppy Chow Recipe
- Peanut Butter Rice Krispie Treats
- Candied Walnuts
- Cannoli Dip
Soft & Chewy Caramel Popcorn
Ingredients
- 10-12 cups plain popped popcorn (about ⅓ cup unpopped kernels)
- 1 cup (200g) light brown sugar
- 1/2 cup (113g) salted butter
- 1/4 cup light corn syrup
- 1 (14-ounce) can sweetened condensed milk
Instructions
- In a medium saucepan over medium-high heat, combine the brown sugar, butter, and corn syrup. Bring to a boil for 1 minute.1 cup (200g) light brown sugar, ½ cup (113g) salted butter, ¼ cup light corn syrup
- Add the sweetened condensed milk to the mixture and bring it back to a boil for 1 minute longer.1 (14-ounce) can sweetened condensed milk
- Remove from the heat and pour the caramel over the popped popcorn in a large bowl or on a baking sheet lined with parchment paper. Toss to evenly coat the popcorn kernels in the sticky caramel. This is best enjoyed fresh.10-12 cups plain popped popcorn
Notes
Storage & Make Ahead
- Store: Keep in an airtight container at room temperature for up to 3 days for best chewy texture.
- Freeze: Place in a ziplock bag or airtight container and freeze for up to 2 months. Thaw at room temperature with the bag unsealed.
- Reheat: Warm in a 250°F oven for 5-10 minutes to soften the caramel if it feels too firm.
- Make Ahead: Best enjoyed fresh, but you can make it 1-2 days in advance – just be sure it’s fully cooled before storing.
