Recipe for Caramel Corn

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No holiday gift or snack is quite as scrumptious as this recipe for caramel corn. It features freshly popped popcorn coated in a sweet homemade caramel sauce.

Homemade Caramel Corn

Several years back, I got the bright idea of making homemade caramel corn to take to Thanksgiving to help sustain us until dinnertime. Not only was it a hit with the kids (and kept them considerably more patient) but the adults seemed to delight in being able to grab a handful of something to snack on! This is now my personal Thanksgiving tradition. 

But this delicious snack has many more uses than that! This gluten-free recipe for caramel corn is very easy and extremely inexpensive to make. I bet you even have most of the homemade caramel sauce ingredients in your kitchen right now, like honey, butter, brown sugar, and vanilla or butter flavoring. When combined with freshly popped popcorn, this caramel corn is so irresistible and addictive! It has a long shelf-life, but we all know it won’t last long!

This caramel corn recipe makes a lovely gift when packaged in a clear cellophane bag and tied with a little ribbon, like our picture above. Other snacks I love to gift during the holidays include candied peanuts or candied pecans, iced oatmeal cookies, and my 3-ingredient Oreo cookie balls

Let’s gather in the kitchen and make us up a batch!

Recipe Ingredients

  • Popped popcorn
  • Honey
  • Unsalted butter
  • Brown sugar (you can use either dark or light brown sugar)
  • Salt
  • Baking soda
  • Vanilla extract
  • Butter flavoring (or just use more vanilla instead)

How To Make Homemade Caramel Corn

Making popcorn the old fashioned way

1. Make Popcorn the Old-Fashioned Way

First, we’re gonna make some plain popcorn on the stovetop, the old-fashioned way.

Oil in saucepot.

Heat some oil in a large pot. I used about 1/3 cup of vegetable oil.

I love to use coconut oil (refined if you don’t like the taste of coconut or unrefined if you like a little coconut flavor).

Putting popcorn kernels in saucepot.

Pour in your popcorn kernels. I just have plain old kernels here. I am using about a cup and a half or so.

Normally, I would sprinkle about a teaspoon of salt over this but I am going to use salt in my sauce so we’re good.

Popcorn kernels in saucepot, ready to pop!

Place this over medium to medium-high heat and listen for it to start sizzling a bit. Stay close by!

Lid placed over popcorn in saucepot.

Now put a lid on your pot and continue cooking it on medium heat. It will take a few minutes for the kernels to get hot but once they do they will start popping all over the place!

Warning: If you’ve never made homemade popcorn before, please don’t forget the lid on your pot. Popcorn projectiles are VERY hot.

When it starts popping, I hold the handles of my pot and shake it gently from side to side to help get my kernels on the bottom distributed better so they will pop evenly.

Keep the lid on and keep the pot sitting on the eye or burner (for the Northerners reading this).

Freshly popped popcorn in saucepot.

Once it stops popping, immediately remove the pot from the stove and pour the popcorn out into a heat-safe bowl or pan of some sort. This is your finished popcorn.

I pop three big pots of this whenever I make caramel popcorn and end up with about three gallons of popped popcorn. Let’s make the caramel now!

Ingredients for homemade caramel corn sauce.

2. Make the Homemade Caramel Sauce

For the caramel part of this recipe for caramel corn, you’ll need the rest of the ingredients that were listed in the ingredient listed and pictured above.  In case you need a refresher those were:

  • Salt
  • Honey
  • Vanilla
  • Butter
  • Baking Soda
  • Brown Sugar

Adding honey sauce ingredients in saucepot.

In a heavy saucepot, place your butter, brown sugar, honey, and salt.

Caramel sauce ingredients in saucepot.

Stir that up a bit and turn the heat on medium.

Caramel sauce boiling in saucepot.

Stir constantly while everything melts and it comes to a boil.

Bubbly caramel corn sauce

Once it comes to a boil, stop stirring and let boil for about three minutes, undisturbed.

Spraying pan with nonstick cooking spray.

Spray a large baking sheet with cooking spray.

Here’s a tip about the pan…

You need to use a pan with a rim on it because we’re going to stir it every 15 minutes and you don’t want to drop a ton of popcorn into the bottom of your oven (which I always do anyway).

Adding baking soda to caramel corn sauce

Once it has boiled for three minutes, remove the saucepot from the heat and add in your baking soda.

This will make it foam up a bit, just stir it a little.

Adding vanilla to caramel corn sauce

Now add in your vanilla and butter flavoring. 

If you don’t have butter flavoring just use more vanilla in its place.

Bowl of freshly popped popcorn.

Pour 1/2 of your popcorn into a dishpan or very large bowl.

Pouring caramel over popcorn.

Pour 1/2 of the caramel mixture over the popcorn and give it a good stir.

Pour caramel corn onto baking sheet.

Spread your homemade caramel corn onto your prepared baking sheet. Repeat with remaining popcorn and caramel mixture.

Place these sheets in the oven at 250 for 1 hour, stirring the popcorn mixture every 15 minutes with a rubber spatula or wooden spoon.

NOTE: I have to use two baking sheets to be able to hold all of my caramel popcorn. After the first half an hour, I swap the sheets so the bottom one is on the top and the top on the bottom.

Caramel corn on baking sheet.

I set my oven timer for 15 minutes so I can remember.

Bowl of caramel corn.

After an hour, take it out and let it cool. It will look all golden and pretty like this. 

Beautiful Homemade Caramel Corn

I package mine in these inexpensive clear party favor bags. I get them on the party favor aisle at Walmart.

Now you have a great snack or an impressive gift!


  • One of the best things about this recipe for caramel corn is that it lasts forever. Or at least, when stored in an airtight container, it will remain crispy for up to 2 weeks.

Recipe Notes

  • If you like, you can add 2 cups of salted peanuts to the baking sheets with the popcorn and coat it all in the caramel sauce.
  • Some recipes substitute honey for corn syrup, but I prefer the taste of honey. If you want to use corn syrup though, you’ll want to watch your caramel popcorn in the oven as it might cook more quickly.
  • Now, you can cheat and use microwave popcorn, but you want it to be plain (no buttered popcorn). Otherwise, it might be overly sweet. Another option is popping your popcorn in a popcorn maker.

You may also like these other caramel recipes:

Caramel Apple Cheesecake Unbelievably Blissful

Caramel Apple Dump Cake Tasty and Delicious

Slow Cooker Caramel Apple Cider

Butter Caramel Puff Corn

Easy Apple-Caramel Pie

Caramel Apple Cake from Mama Reed

Homemade Caramel Corn

This recipe for caramel corn includes freshly popped popcorn covered in a homemade caramel sauce. It's perfect for a holiday gift or snack.
Prep Time: 30 minutes
Cook Time: 1 hour
Total Time: 1 hour 30 minutes
Course: Snack
Cuisine: American
Keyword: caramel, popcorn
Servings: 4
Calories: 253kcal


  • 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


  • 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.


Calories: 253kcal
Tried this recipe?Mention @southernplate or tag #southernplate!


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  1. wow, you have GREAT timing! Haylo and I were looking for a recipe for popcorn balls to make for christmas when I got a new email alert and saw the title… We checked it out (as usual) and she saw the pic of Daz…and instead of popcorn balls everyone is getting this! (Daz could be our cats twin, only Boo is still young) So Daz saved me a load of time, and I bet everyone in my family would want to thank him! BTW I like the new site look 😉

  2. Hey Y’all!!! Thanks for reading and especially for commenting!!!! I LOVE COMMENTS!!! its like giving me doggie treats! lol
    Ashley, don’t you fret one little bit. Popping popcorn has never damaged my pots in any way, shape, or form! I can see how it would seem it would though but I’ve never had any problem and I’ve even made it in little inexpensive nonstick pots before, with no issues whatsoever!
    Its so much fun to make! If you do make it just for popcorn, pour about a teaspoon (or less) of salt over your kernels once you get them in the hot oil (before they pop).

    1. I love popcorn. Freshly popped popcorn on the stove beats anything store bought. For many years now I have made both wet and dry caramel to mix with popcorn and other ingredients and it is so much better than store bought. I have worked in restaurants for many years and took culinary arts in high school and love making caramel and various other candies.

  3. I’ve been considering buying kernels to pop on the stove but wasn’t to keen on the idea of ruining my pots….should I invest in a new pot or is it nothing to worry about?

  4. What a wonderful idea!! We are definitely going to be making some of these this weekend. My boys (mommy) needs caramel corn after this hard week. lol Thanks for the ideas.

  5. I havent made homemade caramel corn in so long. I have never made it with honey eitehr. Love the bags and a great steal on the bows. I am making my list for goodies for chirstmas baskets i have serveral of you ideas to add Ü.

  6. It looks delicious! Jeff and I have made caramel corn like this before, and it’s so fun to do it together. Except for the one time when I was pouring the sauce and he was stirring the popcorn, and I accidentally poured some really hot sauce right on his hand! He had some severe blistering after that! But the popcorn sure tasted delicious anyway. 🙂

    1. What a great idea having caramel popcorn ready to eat while waiting for Thanksgiving dinner! Everyone tends to hover around the kitchen hoping to sample the turkey while it’s resting, so this is a great snack to have available, and it’s not too heavy. I’ll be making this a day ahead so I can just pour it into a large bowl and watch everyone nibble on it. Thanks, Christy!

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