Old-Fashioned Homemade Caramel Corn (No Corn Syrup)
Got a crowd coming that needs something to snack on before the big meal? This old-fashioned homemade caramel corn coats a big batch of freshly popped popcorn in a from-scratch caramel made with honey, butter and brown sugar instead of corn syrup, then bakes low and slow until every piece is crisp. One batch makes about 3 gallons, enough to fill a stack of gift tins.

A Quick Look At The Recipe
- Recipe Name: Homemade Caramel Corn
- Serves: 4
- Main Ingredients: honey, unsalted butter, packed brown sugar, salt, baking soda, popped popcorn, vanilla extract, butter flavoring
- Why You'll Love It: This recipe for caramel corn includes freshly popped popcorn covered in a homemade caramel sauce. It's perfect for a holiday gift or snack.
Years ago I started bringing a batch to Thanksgiving to keep everyone happy until dinner, and now it’s a tradition. It’s inexpensive to make, naturally gluten-free and stays crisp for up to 2 weeks, so it makes a great homemade gift alongside candied pecans and candied peanuts.
Why This Caramel Corn Recipe Works
Letting the honey caramel boil undisturbed for 3 minutes gives it the right thickness, and stirring in baking soda at the end makes it foam up light so it coats the popcorn in a thin, even layer. Baking at a low 250°F for an hour, with a stir every 15 minutes, dries the coating out so it turns crunchy instead of sticky.
Ingredients for Homemade Caramel Corn

Popcorn: I pop about 1 ½ cups of kernels in ⅓ cup oil on the stovetop. A popcorn maker or plain, unbuttered microwave popcorn works too.
Honey: I like the flavor of honey better than corn syrup. If you swap in corn syrup, keep an eye on it in the oven since it may cook faster.
Butter flavoring: It gives that movie theater taste, but extra vanilla works fine.
You’ll find the exact amounts in the recipe card below.
Helpful Tips Before You Start
- Use a big pot with a lid to pop the corn, and keep the lid on, since popping kernels are very hot.
- Pick out any unpopped kernels before coating so nobody cracks a tooth.
- Coat the popcorn in two batches in a large dishpan so it’s easier to stir.
- Add 2 cups of salted peanuts with the popcorn for a sweet and salty crunch.
How to Make Caramel Corn

1Pop the Popcorn
Preheat the oven to 250°F and grease two large baking sheets. Pop the popcorn and let it cool.

2Start the Caramel
Combine the butter, honey, brown sugar and salt in a heavy saucepot over medium heat, stirring constantly until it comes to a boil.

3Boil Undisturbed
Stop stirring and let it boil for 3 minutes.

4Add the Baking Soda
Remove from the heat and stir in the baking soda, vanilla and butter flavoring.

5Coat the Popcorn
Put half the popcorn in a large dishpan, pour half the caramel over it and stir until evenly coated.

6Spread on the Pans
Spread the coated popcorn on a baking sheet and repeat with the rest.

7Bake
Bake for 1 hour, stirring every 15 minutes.

8Cool and Break Apart
Let it cool completely, then break it into pieces and store in an airtight container.
Gifting and Serving Ideas
Pack it into tins or cellophane bags for teachers, neighbors and coworkers at Christmas, or set out a big bowl on Thanksgiving to tide everyone over. It’s also a fun Halloween party snack next to chocolate caramel apples and sweet and salty fall snack mix, and you’ll find more ideas in our list of easy Halloween treats and desserts. A mug of slow cooker caramel apple cider on the side doesn’t hurt.
Stored in an airtight container, it stays crisp for up to 2 weeks.
Homemade Caramel Corn FAQs
Can I make caramel corn without corn syrup?
Yes, this recipe uses honey instead of corn syrup, which gives it a richer flavor.
Why is my caramel corn sticky?
It usually needs more time in the oven. The full hour at 250°F with regular stirring is what dries the coating so it turns crunchy.
Can I use microwave popcorn?
You can, as long as it’s plain and not buttered or the caramel corn can turn out too rich and sweet.

Old-Fashioned Homemade Caramel Corn (No Corn Syrup)
Ingredients
- 1 cup honey
- 1 cup unsalted butter two sticks
- 1 cup packed brown sugar
- 1 teaspoon salt
- 1/2 teaspoon baking soda
- 3 gallons popped popcorn
- 1 teaspoon vanilla extract
- 1 teaspoon butter flavoring can use more vanilla instead
Instructions
- Preheat oven to 250 degrees. Grease two large baking sheets.
- In a heavy saucepot, combine the butter, honey, brown sugar, and salt. Place over medium heat and stir continuously until it comes to a boil. Stop stirring and let boil, undisturbed, for three minutes.1 cup honey, 1 cup unsalted butter, 1 cup packed brown sugar, 1 teaspoon salt
- Remove from the heat and stir in the baking soda and flavorings. Place 1/2 of the cooled popcorn in a large dishpan (I do mine in two batches) and pour over half of the caramel sauce. Stir until evenly coated. Spread onto baking sheet and repeat with remainder on another baking sheet.1/2 teaspoon baking soda, 1 teaspoon vanilla extract, 1 teaspoon butter flavoring, 3 gallons popped popcorn
- Place in the oven and bake at 250 for one hour, stirring every 15 minutes. Allow to cool and break apart before placing in an airtight container.

I’m so looking forward to sharing this as a gift this Christmas. How long does it last in a cellophane bag?
On the counter 2-3 days, but in the fridge it can last a few months.I hope your friends LOVE the gift 🙂
I also use a paper bag and pop my corn in the microwave. I’ve always used corn syrup too. I bet the honey adds a wonderful flavor! Looking forward to trying this. Yum!
I hope you get the chance to try it soon Donna!!
This is a wonderful recipe Christy!! I made it this last weekend and my husband who is not a fan of caramel corn, ate the most. It is wonderful and thanks for posting!
I know you tell us 1.5 cups kernels of corn, but that is not in the recipe for the people that skip down to the recipe. Going to make. Thanks for all the great recipes. GBY, Ruth
My husband has been craving caramel corn! He came to me with a great family recipe for caramel corn… basically this one, but with corn syrup rather than honey. I save myself the popcorn all over the oven floor by baking in a roaster pan I got from my grandparents garage. It had no lid, so it became The Caramel Corn Pan… and that’s what it’s been used for for 20 some years now. Gotta get it out and polished up!!!
I’ve never tried Carmel popcorn before, I think I will give it a try, will make a nice gift for families on my Christmas list. Thank you for explaining how to make it correctly.
Oh my goodness, you NEED to go make this right now Jeannie! I can’t wait to hear back after you have given it a try!!
I will soon be 67 years old and I’m a lady. I remember this from when I was a little girl the recipe I mean. I love it and I thank you for posting this recipe it looks delicious I’m going to do it God bless you have a nice holiday!
Blessings to you Edith, I hope you enjoy the Caramel Corn and have a wonderful Holiday Season!