Soft Caramel Popcorn Recipe – The Girl Who Ate Everything

Soft Caramel Popcorn is a soft, gooey popcorn that is delicious and addicting! A great snack or dessert!

Soft Caramel Popcorn


I’ve eaten this caramel corn more times than I can remember. It’s soft, gooey, and addicting. This tried and true recipe comes from a family friend, Tiffany Thornton. I don’t know if I should thank her or spank her for introducing us to it! I used to enjoy her famous caramel corn often when we visited my husband’s family in Denver, but now that my in-laws have moved I get to make it at home.

In the Denney family, my sister-in-law Kim is our resident expert at making Tiffany’s popcorn. Since it’s so gooey, once you grab a handful…you’re committed. I remember watching a movie with my husband’s family and laughing so hard as we glanced at each other and we were all holding up a “claw” (our designated popcorn hand) in the dark.

I made this popcorn for my son Austin and his friends who spontaneously threw a “pool” party at our house. I didn’t have the heart to tell him that our “pool” is actually just a hot tub. It was a little crowded in there but they didn’t care. As soon as I brought it out they all jumped out and said, “Can we have some?”


Soft Caramel Popcorn


A good heavy saucepan and a high quality rubber spatula really make a difference when making this recipe.



The amount of time that you boil the caramel mixture will determine if you have a soft caramel popcorn or a crispy caramel popcorn. If you like a softer popcorn boil it closer to 4 minutes. 


Soft Caramel Popcorn


Yield: 12 servings

Soft Caramel Popcorn is a soft, gooey popcorn that is delicious and addicting! A great snack or dessert!

  • about 20 cups microwave or air popped popcorn, popped
  • 1/2 cup butter
  • 1 cup light brown sugar
  • 1 cup light corn syrup
  • 1 (14 ounce can) sweetened condensed milk
  1. Pop popcorn according to package directions and make sure you get rid of any unpopped kernels. This seems like a lot of popcorn but trust me it will get eaten! Place popcorn in a large bowl…larger than you think you will need.

  2. In a large saucepan melt together the butter, brown sugar, and corn syrup. Bring mixture to a boil. Once it comes to a boil, reduce to medium heat and add the can of sweetened condensed milk. With the rubber spatula, stir constantly for 4-5 minutes scraping the sides and especially the bottom of the pan to prevent any burning. The longer you cook it the firmer it will be. If you like it on the softer side, cook it closer to 4 minutes.

  3. Pour caramel over popcorn and stir until coated. This will take a lot of stirring to get it all incorporated. It’s great warm or at room temperature. Feel free to add in M&Ms, nuts, or drizzle it with chocolate. I like it plain and classic. Enjoy!

Soft Caramel Popcorn


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