Carol’s caramel corn: A sweet treat from a sweet lady

What could be better than a big bowl of freshly popped popcorn topped with a little butter and salt? Well honestly not much; but for me, my friend Carol Colby’s caramel corn rates tops on the list.

I’ve known Carol pretty much since I moved to town 16 years ago. She worked at the local post office; and before I met her, I was fascinated by her waist-length red hair. It was just lovely, and so is Carol.

It wasn’t until I started working here at KAF that I realized Carol and I live only 1/2 mile from each other, and that she’s an excellent baker with a wacky sense of humor. Think of your favorite joke hat or gag gift, and you can be sure Carol owns one. I think that’s one reason why Halloween is so special to Carol; and we’re so lucky that she shares her caramel corn with us each year to get the season off to a rolling start.

I’m sure those of you who’ve spoken to Carol on the phone here at King Arthur know that she has a ready laugh and is a people person who’ll always go the extra mile for the customer. Wouldn’t it be great if next time you talked to her you could say you celebrated your Halloween season with her caramel corn? I know she’d be tickled pink!

Don’t be fooled though, this recipe isn’t just for Halloween.

A few months ago my husband David and I, plus our 15-year-old daughter Shannon and her BFF Christina, doubled the recipe and took two huge bowlfuls to the drive-in movies.

David and I added a few handfuls of salted peanuts to our batch for our own version of Cracker Jack.  Good thing I had the popcorn to hold onto as I cried and cheered for Woody, Buzz, Andy, and the gang during Toy Story 3; I don’t think I would have made it through without it.

Enough chatter, let’s make Carol’s Caramel Corn.

Isn’t it amazing how these hard little yellow kernels will produce drifts of white fluffy goodness?

Pop the corn as directed on your package of popcorn. On my package, 3 tablespoons of kernels will produce 5 cups of popped corn. Adjust your measure of kernels as needed to get the necessary 15 cups of popped corn.

While the corn is popping, preheat the oven to 200°F and line a half sheet pan with parchment paper.

Ahhhh, love the scent of freshly popped popcorn. Be prepared to fend off hungry snackers, or make an extra batch to keep them occupied while you make the caramel topping.

Place the popped corn in a large mixing bowl or even a clean roasting pan. You’ll be stirring hot caramel into the corn later, so be sure to allow plenty of room in the bowl.

Measuring molasses and corn syrup is always tricky, sticky business. Spritzing your  utensils with cooking spray will help the gooey goodness slide right out.

Another handy utensil for working with sticky ingredients are Adjusta cups. They work plunger-style to push out even cold molasses in January (or July).

In a large saucepan or stockpot over medium-high heat, melt the molasses, brown sugar, butter, and corn syrup.

Bring the caramel mixture to a boil. Stirring occasionally, boil the syrup for 5 minutes. The syrup will darken slightly as the bubbles roil and murmur.

At the end of the 5 minutes, remove the pot from the heat and add 1/2 teaspoon of baking soda. The caramel will foam up a bit as you stir, so watch those fingers.

As you stir in the soda, the caramel will thicken and change color, becoming a rich golden beige.  It will appear almost airy at this point. If you’ve ever had molasses puff candy you’ll recognize the look in this caramel.

Immediately pour the hot caramel over the popped corn and stir constantly to coat the kernels in caramel. Again, use caution as the syrup is very hot and will stick to skin in a flash. If the kids are helping, leave this part up to the grownups.

When the kernels are well coated and your arm is tired, pour the coated corn onto the prepared baking sheet. Spread the mound out so that the corn will bake evenly.

Bake the corn at 200°F for 60 minutes, removing the pan and stirring the corn every 15 minutes.

It’s essential that you taste some every time you stir. Well, OK, maybe not essential, but it would take a stronger person than I am not to sneak a taste every time!

Behold the sticky, gooey delight that is Carol’s Caramel Corn. It’s amazing served warm from the oven with a big glass of lemonade, or icy cold glass of milk.

Try to save some for later, though, as it makes a great crunchy sweet treat while watching your favorite fright fest.

Please make, rate, and review our recipe for Carol’s Caramel Corn.

MaryJane Robbins

MaryJane Robbins grew up in Massachusetts and moved to Vermont 20 years ago. After teaching young children for 15 years, she changed careers and joined King Arthur Flour in 2005. MaryJane began working on King Arthur Flour's baker’s hotline in 2006, and the blog team ...


  1. Wei-Wei

    Look at the strings of caramel! I think this would be diving with some melted chocolate stirred in, too… Absolute sugar coma. Amazing. 😀 (The opposite of healthy trail mix: caramel corn with chocolate chips, PB chips, nuts, and marshmallows mixed in… I think I’d die.)
    Great minds think alike Wei-Wei. The chocolate idea definitely crossed my mind but I decided to leave that for another day. I thought caramel corn balls dipped half way in chocolate with a stick like a caramel apple would have been a funky change to the Halloween line-up. Send pics if you give the trail mix a try! ~ MaryJane

  2. teainva

    Yum! I love the idea of adding salted peanuts. Do you add those before you bake it?
    Yes, that’s when I added them so they would roast a bit and get caramel covered at the same time.
    ~ MaryJane

  3. brightbakes

    I’ve had caramel corn on the brain lately…looks like I’ll have to do something about it now…:)
    Cathy B.

    P.S. I blogged about your continental coffee cake recipe today!! 🙂
    Thanks for sharing the links to your blog, I hope to check it out later today. Mmmm, coffeecake for breakfast and caramel corn for dessert. What a day! ~ MaryJane

  4. angela25

    This looks so yummy! I can’t wait to make it this weekend. Did you use just regular popcorn kernels from a jar or did they have something on them like salt?
    Hi Angela25,
    I used good old Orville Redenbacher from the jar, popped on the stovetop. The salted butter in the caramel gives it the saltiness we love. ~ MaryJane

  5. mnolet

    I hope we see some more of this caramel corn in the office soon!

    It’s an easy way to get on my good side. 😉
    OK boss, be patient. Only a couple more weeks til Halloween! ~ MaryJane

  6. Margy

    Just as a safety precaution, always have a large bowl or sink of ice water handy whenever you’re working with any kind of boiling sugar syrup. If you get any on your skin, plunge it immediately into the ice water–if the hot sugar is allowed to stay on the skin you can get a third degree burn (it sticks, and the heat does not dissipate). I’ve seen it happen and had to treat it; trust me, it is not pretty. That said, can you skip the baking step and make it into popcorn balls when it cools down a bit?
    Excellent tip Margy, thanks for the safety reminder.
    Yes, you can absolutely make popcorn balls instead of drying/baking the corn in the oven. Just take care when working with the still warm corn, as pockets of caramel can be quite hot. Enjoy! ~ MaryJane

  7. tanaminnick

    I have found a way to get crisp caramel corn without the long oven bake time. Simply dump the caramel corn into a large bowl, and microwave it for one minute. Stir, and microwave for one minute more. Let cool. Eat.

    See how easy? Ever since I read this tip, this is how I make my caramel corn.
    Wow, what a neat trick. Thanks for sharing, I’ll have to give it a try soon. Dontcha just LOVE our community of bakers? Everyone is sooooo helpful! ~ MaryJane

  8. wdklein

    I love to make carmel corn and use a very simular recipe, however, I add pecans, walnuts, and coconut, large flakes, to the popped corn and then pour the hot syrup over all, stirring well to coat. Then, bake it as usual. Let it cool befre eating for some of the best carmel corn you can make. I have friends who tell me I should sell this carmenl corn, and I show them how to make it for themsleves.

    That sounds just awesome! Elisabeth

  9. sweetpeahomer

    So, can you use this recipe to make chewy caramel corn by just skipping the baking step? I am always looking for the chewy kind and every recipe I find is for the crunchy cracker jack kind.

    Give it a try a try and let us know how it goes! Elisabeth

  10. annegreiving

    I grew up in PA, and every fall we would go to Peddler’s Village, a little village with a bunch of little botique stores. I loved it. Every year we would go to a store that sold kettle corn called The Nut Kettle. They had popcorn with butter toffee covered nuts, without nuts, and any way you could imagine it. This caramel corn brings me back to beautiful crisp fall days in PA. I will be sure to try this one out! Thanks MJ and Thanks Carol!

  11. asmckee

    Thanks for the great recipe! What is the science behind adding the baking soda?

    The acid produces a much thinner coating. This caramel corn is delicate tasting so you can actually eat quite a bit and not feel awful after doing so. Maybe Carol will read this and give me a little extra in my mailbox come Halloween! Elisabeth

  12. Emily

    I thought I had the perfect caramel corn recipe (sweet and spicy with cayenne pepper!) but my recipe doesn’t include baking. What does the baking stage do to the caramel corn?

    Emily – The baking step dries out the mixture providing a great crunch! Elisabeth

  13. pengwenhsd6489

    I grew up with a similar recipe – we didn’t have that big of a bowl so we just scrubbed and thoroughly dried the sink and dumped everything in it for mixing – talk about easy clean up.

    Reminds me of my very good friend’s mother. She mixes her granola in her kitchen sink too! Elisabeth

  14. kathy

    My family made this for years as Christmas gifts for folks like the mail carrier, the milk truck driver, neighbors, and such. Nice to see another version.

  15. June

    Hey y’all! I can’t wait to try this recipe- the last recipe I tried for caramel popcorn was less than stellar and I have always had great success with your recipes here at the blog. I am an avid reader and follower. Also, I just wanted to let you know how much I appreciate this blog and if I EVER get up to that part of the country I plan on making a pilgrimage to KAF! You guys rock, seriously. Will you adopt me???? LOL!

    Thank you, thank you, from all of us at KAF. We will look for you when you make your way to VT! Elisabeth

  16. lishy

    My kiddos LOVE LOVE LOVE popcorn, and aren’t too interested in the Halloween candy. Except for m and m’s. I think adding some of those to this with the peanuts will make a perfect Halloween treat for them. Plus my hubby adores Cracker Jax, so it would be an appropriate treat for him too. And you know popcorn IS a whole grain after all . . .

    Get those WG in any way we can, right?! Elisabeth

  17. aaronatthedoublef

    Wow. This looks great. Can I use the carmel for other things as well as carmel corn? Would it work on apples? Or even just for carmels? I’ve been looking for a good recipe for salted carmels to make for my wife.



    Aaron – Carol says that this serves more as a caramel base and cannot be used as for caramel apples, for example. Elisabeth

  18. carolcolby

    I started making this recipe because I got tired of burning my hands on popcorn balls, as I make over 400 every Halloween. To Barbara-AK, I am not sure that this would work perfectly for popcorn balls, as the syrup and baking is different, and may not hold together as the balls would. Enjoy!!

  19. Maggie

    Since water boils at lower temperature at higher elevation, candy making at altitude requires us to heat candy syrups to higher temps to get the right consistency (soft ball, hard crack, etc). Carol’s recipe didn’t mention temperature, but time. Any comments on what exactly to look for in the sugar syrup before taking it off the stove? Maybe just give it a couple extra minutes boiling? This recipe looks fantastic and I can’t wait to make it, altitude or not!

    The mixture will start to boil at the edge of the pan. As the moisture boils out there will be an even boil across the entire pan. Carol says, when the bubbles are about the size of quarters the syrup is ready. Hope this helps. Frank @ KAF.

  20. flavorvegan

    I am so excited to try veganizing this! I remember when I was a kid a neighbor would give away caramel popcorn balls for holloween and it was my favorite! I have been meaning to try and make them for awhile.
    PLEASE be sure to let us know your results, I’m sure other vegans would love to make them too.
    ~ MaryJane

  21. bellesaz

    Oh this brings back memories. My Grandmother used to make popcorn balls, but would shape them into flat rounds using a biscuit cutter. Then she’d stuff a popscicle stick in them. I can’t remember exactly how she decorated them, but she’d make “hair” using drizzles of chocolate and eyes and grins using candy corn. LOL They were alot of fun for the kids on Halloween.

  22. Maggie

    Made two batches of these last night. The first batch was made with dark brown sugar and it had this almost burnt taste. My hubby said, “Kind of tastes charred. I like it.” Being involved in a kitchen experiment, I had to try again. The next batch I made with light brown sugar. Same everything else (light corn syrup, mild molasses, cooking time). The second batch is fantastic! The whole family is crazy about it! Looks like that extra molasses in the dark brown sugar pushes it over the edge. Oh, I used the 5min boil time and am at 4500ft. Worked great. I will say it was pretty tough getting the popcorn coated evenly, or in my case, not so evenly. The syrup is pretty thick. But well worth it!

  23. Nancie

    If you want to make it AWESOME, add 1 tsp cinnamon, 1/2 tsp ginger, 1/4 tsp nutmeg and 1/4 tsp ground cayenne pepper into the caramel mixture while it is cooking. That little bit of cayenne with the spices gives it the most awesome flavor. It’s my favorite way to make caramel corn.

  24. Sarah in MN

    I found a hot air popcorn popper at a yard sale this weekend! I have a batch of the caramel corn in the oven right now, and I’ve eaten enough to say it is fabulous. I added about 1/4 teaspoon of salt to the syrup before I cooked it.

  25. Sandy

    I have been making an almost identical caramel corn (my recipe does not have molasses in it) for so many years. It is always a hit. I used to make a huge double recipe for parties and then bag the caramel corn in zip lock bags and freeze it. Then when needed for parties I would pull out bags to take along to get-togethers, etc. This corn makes wonderful gifts also.

  26. Wax Lion

    I’ve made three batches of this now for holiday presents – it’s wonderful! I did two smaller test batches first, using molasses in one and dark corn syrup in the other, and we preferred the non-molasses version for giving away as caramel corn, but I have great plans ahead for adding spices to the molasses recipe for gingerbread-caramel corn. I added 1/2 teaspoon salt because I only had unsalted butter. I also divided the syrup ingredients into two pans and coated the popcorn in two batches as even my biggest bowl wouldn’t have worked to be able to stir it all together. I love the crispy texture and the light coating of syrup instead of having each piece encased in hard candy. Thank you – another in a long line of recipes from KAF that is just top-rate!

  27. MelonNet

    With my annoying (and soon to be corrected) issue of having no sheet pans. I set about making this! No parchment (as it is unbelievably expensive here!) so I used foil.

    A light film of butter and I had no problems…I think. The last time I made this, I wasn’t quick enough with the syrup so it was probably thicker than expected. Still delicious even though the coverage wasn’t massive. I’m sitting in front of a hot batch now. The syrup was good now. After an hour, it’s still quite soft but it’s hot so maybe that’s to blame. The last batch was plenty crunchy once it sat.

    Still a hit and even my picky mother liked it. Thanks again to the entire KAF team!
    Glad you are enjoying the recipe. The drive-in theater in my town just opened for the season, so it’s time to make a few batches to take with us to the movies! ~ MaryJane

  28. janetkc835666

    I have been making caramel corn for over 20 years. My mother-in-law gave me her recipe and I have made dozens of batches for Christmas, July 4th fireworks, bake sales and just for a special treat. I always use Orville Reddenbacher and use an air popper machine. It always make the lightest fluffiest kernel of corn.

  29. "Trudy H."

    Does anyone have a recipe for non-sticky pink popcorn balls? I’ve been searching for one to make some like I had as a child. My uncle always brought them to me when he went hunting with my father.

    Sticky is a function of humidity with these guys. If you grease your hands while you’re forming them, and the air is dry (as it usually is at the time of year you’re making them) they’ll set up without being gooey. Sugar takes water out of the air, and that’s how the popcorn balls get sticky. Susan

    Hi Trudy,
    If they were pink, I think they might have been hard candy style popcorn balls, instead of caramel based. has a very nice hard candy popcorn ball recipe on their site that might do the trick. ~ MaryJane

    Trudy, I know what you mean – they were almost “dusty” in appearance, like cheese popcorn, right? Nice and dry and opaque, rather than shiny. And light pink. I remember those, for sure – hope MJ’s recipe suggestion works for you. PJH

  30. HappyCup

    Hi, i just made a batch for the little guests, and I must say that they are fantastics – the kids can’t get enough of them. I have just 1 question… it would have been perfect if you can share some easy way for me to clean up the mess of caramel pot!!!

    Thanks a zillion!
    HI Happy,
    Didn’t you know scrubbing the pot is how you burn off the calories? tee hee! Actually, what I do is fill the pot with water, heat it on the stove until just bubbly, then pop the lid on and let it steam for awhile. Makes the clean-up much easier. Hope it helps! ~ MaryJane

  31. lellis424

    In 47 years of marriage, I’ve never been able to satisfy my husband’s holiday desire for popcorn balls that didn’t threaten the crowns on your teeth–these were so far above both our expectations!

    I had great success in wearing disposable latex/vinyl gloves and then rubbing the gloves with butter for immediate and easier mixing and/or forming the balls.

    There is a new “power dissolve” product on the shelves that absolutely soaks the pot clean in 5 minutes. The ad says it compares to an overnight soak.

  32. dariawalton

    I made this caramel corn last winter – it was FABULOUS. Thank you for reminding me to make it again! (And using my non-stick Calphalon pans was a good option for easy cleanup!)

  33. colleen28

    Made this recipe last night for a gift…I placed a gumball ring in it when I boxed it up…I hope it brings back memories of getting a ring in the cracker jack box 🙂 great recipe brought back good memories of my childhood
    That is so awesome Colleen! Rock on girl! ~ MaryJane

  34. Steoh in ME

    Just made a double batch of this for the school bake sale. A great alternative to baking cookies or cupcakes (and can be done ahead of time!), and it’s so easy to portion out in bags for selling. It’s always a hit. And, of course, we save a few bags out for us as well…

    Great idea, caramel corn for a bake sale – I need to keep that in mind! 🙂 PJH

  35. yennydayerman

    I have been making caramel corn for years and years, with a similar recipe. I now use this recipe, I like the molasses in it. Some of us though are popcorn challenged, I simply cannot make popcorn, so I have discovered that they sell microwave popcorn with no butter flavor, just lightly salted. One bag makes about 7-8 cups of popcorn, so you would need 2 for this recipe. I use unsalted butter, but frankly do not think anything would be harmed by using the lightly salted popcorn and salted butter. I swear, using microwave popcorn makes this recipe even better!!!

    Or check out this super-simple way to make microwave popcorn – two bags is what you need for this recipe. Enjoy – PJH

  36. dwhebh

    I have made this twice now using popcorn made in the microwave by KA’s method. I discovered the second time that dumping the popcorn in one bowl first and scooping it out into another container before coating it with the caramel kept me from having uncooked kernels in my caramel corn (they fell to the bottom in the first bowl). I actually used my largest stockpot to mix/coat the popcorn. I also used 1 tablespoon Lyle’s Golden Syrup + 1 tablespoon Steen’s Cane Syrup in place of the 2 tablespoons of molasses. I added 1 cup toasted almonds to the second batch-Yum! Excellent recipe.

  37. Beth

    Corn syrup. I don’t like to use it. Is there something I can use in its place?
    I love this recipe! I sing my praises to Carol every time I make it. I am sure you will find it addicting, just as I have. Try using some maple syrup or honey. I do not believe we have tested using either, but it should work. Let us know how it goes, Beth. Elisabeth

  38. Suzanne

    Looking forward to making this treat but will try the microwave method as I can’t picture stirring caramel popcorn on a baking sheet with parchment on it.

    Suzanne, I make this caramel corn regularly and stir the popcorn (on parchment, on a pan) in the oven, and it works fine. It clumps together a bit at first, but gradually dries and separates. Give it a try – PJH

  39. Louise

    By omitting the molasses and using dark karo syrup and dark brown sugar in place of light makes a very good carmel syrup. I pour mine over Crunchy Cheetos instead of popcorn and it is very addictive.
    I make it for special occasions and gifts at Christmas. Everyone loves them. Carmel Cheetos is a recipe I got from my sister-in-law and her family favorite.

    1. MaryJane Robbins, post author

      *swoon* Well, now that I have picked myself up off of the floor, I can’t wait to give this a try. I love the chocolate Fritos candy recipe, so Caramel Cheetos is right up my alley. ~ MJ

  40. Jan

    Use the KA golden syrup instead of Karo! And I mix Chen cereal peanuts and when I spread it out to cool I pour reg mandm’s on top! Yummy!

  41. Sophia

    I love this recipe and the suggestions posted by others. I printed my first copy of this recipe on 9/15/13 and when I couldn’t find it I reprinted the recipe on 11/9/13. I found my first copy and I have both copies now. I pulled out both copies to make it today and noticed one copy had an extra sentence at the end of step 2 which states to boil the syrup for 5 minutes. Which copy is correct?

    1. The Baker's Hotline

      I know that our most current version of this recipe boils the syrup for 5 minutes. As such, I would go with this version! Jon@KAF

  42. dryneth

    I have your apple pie spice and boiled cider. Can I adapt this recipe to make apple spice caramel corn? The Apple Spice Caramels recipe is delicious, but the wrong kind of caramel for popcorn.
    Also, a big thank you to the cook who suggested Caramel Cheetos. That is going to happen in my kitchen very very soon.

    1. The Baker's Hotline

      Absolutely, you can substitute boiled cider for half of the molasses (you want to keep some of the molasses for its acidity) and then just add in spice to flavor. Sounds delicious! Happy Baking! Jocelyn@KAF

  43. choralsinger

    I just made this, following the recipe exactly, but the syrup seized up pretty quickly and I couldn’t get it spread evenly over the popcorn. Did I cook the syrup over too high a heat? It still tastes great.

    1. The Baker's Hotline

      We’re glad it worked out but it sounds like the syrup did get too hot- check your candy thermometer for accuracy! Happy baking! Laurie@KAF

  44. Norbert

    I love the taste, but my caramel coating is always a bit sticky afterwards (even after I “bake” it for an hour). Is perhaps my sugar boiling time off? What would be the exact temperature that the sugar should reach?

    1. The Baker's Hotline

      I just love caramel corn. In my mind, the only thing missing from this recipe are the whole almonds! I don’t know that we have taken a temperature reading before. Be sure the sugar mixture has been boiling for at least 5 minutes while stirring occasionally. The mixture will become darker in color slightly. If there is any humidity in the air the caramel corn may become slightly stickier and during this time of year this can be a problem. Elisabeth@KAF

  45. Shaun

    Would it hurt to substitute dark corn syrup? I usually have both on hand but as luck would have it, I want to make this for pumpkin carving night and only have dark….

    1. The Baker's Hotline

      Dark will make for a slightly stronger flavor and a bit darker when cooking- but the chemistry will remain the same. Good luck with your pumpkin carving! Laurie@KAF

  46. Pat Morris

    My mouth is watering. The recipe sounds easy enough and the pictures make me want to go straight to the kitchen to make some. I am hesitant, however. Every time I make Caramel Corn, when I pour the hot caramel over the popped corn -the popped corn begins to shrivel up. I said I wasn’t going to try again. But, these directions and pictures about have me deciding to make caramel corn, “one more time!”

    Do you have any idea what I could be doing wrong that would cause the popped corn to shrivel up and lose it’s shape and fluffiness? Even by reading your great directions, I can’t figure what I could be doing wrong. I think I might have to play the song, “Big Girls Don’t Cry;” if I make this recipe and have the same bad experience. Any suggestions? Thank you very much!!

    1. MaryJane Robbins, post author

      Hi Pat,
      Yes, I’ve seen this happen at home before too. It seems to be related to how moist the popcorn is and how large the popped kernels are. I try to get fresh popcorn and buy a good quality brand (splurge a little this time). The firmer and plumper the popcorn is, the less chance of having it “dissolve” under the caramel. Hope this helps!

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