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. I definitely want to make this recipe. I have made a little bit different one in the past, but looking forward to trying this one. QUESTION: What size gift bags do you use and how much caramel corn popcorn do you put in each bag? I would like to give these as gifts this year, plus take a big batch for my family this Christmas – – – Son-In-law loves caramel corn. Thanks so much for posting and sharing your recipe!

    1. Hey! I get them at Walmart in the party favor section and they are 20 for $1. I just bought some today. I imagine they would hold about 6 cups but I put about 3-4 cups in each one and then tie them with ribbon. When I take it to Thanksgiving, I just put it in a large bowl with a lid and sit it out on the counter for folks to grab handfuls of. I hope this helps. What a wonderful mother in law you are!

  2. 4 stars
    I love caramel corn this recipe seems just about perfect not only a good snack to have at Thanksgiving but for those of us on a tight budget not a bad Christmas gift to give to those friends and extended family members that we still want to gift . This will be the first holiday season for me and my family since my husband of fifty years passed so I am trying to come up with things like this to fix and give and my honey loved pop corn in all its guises so I will be making this in his honor . I want to say thank you for all your lovely posts and the recipes . I had not been checking my email for a long time but am finally getting to a new normal and your emails are helping me to do that

  3. Yummo! This recipe sounds so good. I have a recipe for caramel corn, but this one, I am sure, is so much better. Thanks!

  4. You are gonna have to do us a little video on bow tying. Speaking of Doggie treats do you ever make any for all your pups? Love you bunches, Ma.

  5. Just read your recipe for Caramel popcorn. When I was growing up, the only way we knew to pop corn was in a pot on the stove. Also, saw your picture of Daz. I just got a kitten. He is solid black just like yours and his name is Sam. He has one spot of white about the size of a quarter under his chin and a little white on his belly that you can never see!

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