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. 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!

  2. 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

  3. 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

  4. 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

  5. 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

  6. 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

  7. 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!

  8. 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

  9. 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


      My mom used to make this and she used a disposable aluminum roasting pan. I think it would be much easier to stir in this pan than on a sheet pan. Contain the corn!

  10. 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


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