The Best Homemade Caramel Corn

Homemade Caramel Popcorn is perfect for any Fall festivity! It’s an easy, delicious treat that will leave everyone wanting more. Add in your favorite Fall candy (Caramel Apple Candy Corn, pictured below) toss it in a bowl and you are ready; all within 30 minutes! 
Homemade Caramel Popcorn is also one of my favorite snacks to give as a gift of thanks in the Fall as we begin approach Thanksgiving. It is perfect for teachers, coaches, babysitters, neighbors, grandparents, and anyone else who who leave you and your family thankful! 


  • 3 quarts (12 cups) of unsalted popcorn (Click here to see my EASY Gourmet Popcorn in a Bag recipe)
  • 1 cup of firmly packed brown sugar
  • 1/4 cup of Light Karo Syrup
  • 1/2 cup margarine
  • 1/2 tsp salt
  • 1/2 tsp baking soda
  • large paper bag
  • nonstick spray


1. First cook your popcorn and prep the large paper bag by coating the inside in nonstick spray. Add popcorn to the bag; set aside.

2. Combine the brown sugar, Karo, margarine, and salt in a heat resistant bowl. Stir well. Microwave on high for two minutes, uncovered. Stir well again. Microwave for an additional two minutes.

3. Stir in the baking soda, stir well. Pour caramel mixture over the popcorn in the bag. Do not shake.

4. Microwave on high for 90 seconds. Shake bag well. Microwave on high for 45 more seconds. Shake well.

5. Pour into a pan, or on a cookie sheet to cool. Add is extras: candy, nuts, etc. (optional)

(For Fall, I recommend Caramel Apple Candy Corn is in this recipe!) 

6. Enjoy!

Stores best in an airtight container. 



  1. Mackenzie, This looks awesome! Can’t wait to try it.

  2. Wow that looks amazing! My kids would love it (and me too – not gonna lie….)!

  3. I think you made a tiny mistake in your recipe instructions. It says microwave on high for 90 minutes. I think you mean seconds, right?

  4. Looks like yumm!!

  5. I have had this recipe for many years and made it many many times…it is Wonderful!!!

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