Ingredients:
For the Caramel Corn:
- 10 cups popped popcorn (about 1/2 cup unpopped kernels)
- 1 cup unsalted butter (2 sticks)
- 1 cup packed brown sugar (light or dark)
- 1/2 cup corn syrup
- 1 teaspoon vanilla extract
- 1/2 teaspoon baking soda
- 1/4 teaspoon salt
For the Marshmallow Layer:
- 3 cups mini marshmallows
- 1 tablespoon unsalted butter

Instructions:
Step 1: Pop the Popcorn
- Pop the popcorn: Pop your popcorn using an air popper, stovetop method, or microwave. You should have about 10 cups of popped popcorn. Remove any unpopped kernels and set the popcorn aside in a large mixing bowl.
Step 2: Make the Caramel
- Melt the butter: In a medium saucepan, melt the butter over medium heat.
- Add the sugar and corn syrup: Stir in the brown sugar and corn syrup. Bring to a simmer while stirring constantly. Let it simmer for 4-5 minutes without stirring, allowing the caramel to thicken slightly.
- Add vanilla and baking soda: Remove the saucepan from heat and carefully stir in the vanilla extract, baking soda, and salt. The mixture will bubble up, so be cautious.
- Coat the popcorn: Immediately pour the hot caramel mixture over the popped popcorn in your large mixing bowl. Stir quickly and gently to evenly coat the popcorn with the caramel.
Step 3: Bake the Caramel Corn
- Preheat the oven: Preheat your oven to 250°F (120°C).
- Bake: Spread the caramel-coated popcorn in an even layer on a large baking sheet lined with parchment paper or a silicone baking mat. Bake in the preheated oven for 45 minutes, stirring every 15 minutes to ensure even coating.
Step 4: Add the Marshmallow Layer
- Melt the marshmallows: While the caramel popcorn is baking, melt the mini marshmallows and butter together. In a large saucepan, melt the butter over low heat, then add the marshmallows. Stir continuously until smooth and melted.
- Pour over popcorn: Once the popcorn is out of the oven and still warm, pour the melted marshmallow mixture over it and gently toss to coat the popcorn evenly.
Step 5: Let It Cool
- Cool the caramel corn: Spread the marshmallow caramel corn onto a large sheet of wax paper or parchment paper to cool completely. Once cooled, it will set and become slightly crispy and chewy.
Tips:
- Storage: Store any leftovers in an airtight container for up to 1 week. You can also freeze it in a sealed bag or container for up to 3 months.
- Add-ins: For extra flavor, consider adding chopped nuts (like pecans or almonds) or chocolate chips for a decadent twist.
- Crispier texture: If you prefer a firmer, crunchier texture, you can bake the caramel corn for an extra 10-15 minutes, but be sure to keep an eye on it to prevent burning.
Nutrition (Per Serving – 1/12th of the recipe):
- Calories: 220-250 kcal
- Protein: 1g
- Fat: 11g
- Carbohydrates: 31g
- Fiber: 1g
- Sugar: 21g
- Sodium: 70mg









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