
This marshmallow caramel popcorn is one of those snacks that disappears super fast at my place. It's got that fun sticky crunch and it's way easier—and sweeter—than your standard popcorn. Whip it together for movie night or when you're feeling snacky at a get-together.
I whipped this up once for a friends-mas during a big snow and now my buddies bring it up every time we hang out
Irresistible Ingredients
- Large marshmallows: The magic gooey hero here—just count up about thirty-five, or toss them on a kitchen scale, classic size's best
- Light corn syrup: Fresh clear syrup keeps things glossy and gives caramel that smooth, sticky look
- Popped popcorn: Fresh popcorn brings the crunch—just toss out any tough, unpopped bits first
- Brown sugar: Soft brown sugar means chewy caramel and that deep toffee flavor
- Unsalted butter: Can't skip real butter—smooth, rich, and holds everything together, so skip the margarine
- Vanilla extract: Just a splash brings all the cozy aroma so try to use pure vanilla if you can
Simple Step-by-Step
- Serve and Store:
- When cool, break the clusters apart and dig in—or stash in airtight containers to keep them fresh for up to three days
- Set the Popcorn Clusters:
- Spread the sticky popcorn all over a foil-lined pan you hit with some nonstick spray and give it ten to fifteen minutes to cool off and firm up
- Coat the Popcorn:
- Pour that hot gooey caramel all over your big bowl of popcorn and gently fold things together so every bite gets coated—don't rush and crush those kernels
- Finish the Caramel:
- Slide your pot off the heat, add in the vanilla, and stir until it smells amazing
- Melt the Marshmallows:
- Turn the heat way down and add all your marshmallows at once—keep stirring until they're melted and smooth, no lumps left
- Add Brown Sugar and Corn Syrup:
- Stir in the brown sugar with the corn syrup next, mixing 'til everything's glossy and you don't see sugar streaks anymore
- Melt the Butter and Start the Caramel:
- Grab a sturdy pan and let your butter melt on medium heat, watching close so it just melts and doesn't brown
- Pop the Popcorn:
- Fire up your air popper or shake popcorn on the stove for the best crunch, then fish out all those stubborn hard kernels

Good Stuff to Know
- You can toss in nuts or chocolate to make it your own
- No fancy tools or candy know-how—just simple steps
- This treat stays soft and a bit chewy even after a few days
I'm wild for the marshmallows—they melt so perfectly, making every bite perfectly gooey. One time my nephew and I mixed in roasted peanuts. Everyone said it beat kettle corn hands down—movie night just doesn't happen without a big bowl of this at our place
Storing Leftovers
Keep your popcorn fresh by sealing it up tight at room temp—airtight containers or sturdy bags with all the air pressed out work best. Skip the fridge, though—it makes everything go chewy and sad
Swap It Up
If you don't want corn syrup, go with maple syrup or honey for a natural sort of sweetness. Going dairy free? Plant-based butter and marshmallows work like a charm

Serving Fun
Pour that caramel popcorn big into a showy bowl for parties. Or wrap it up in clear bags with ribbons for a sweet gift. Movie nights? Toss in mini candies or crushed pretzels for a snack mix that's gone before the trailers
History and Basics
This sweet stuff has roots in classic cracker jack but ditches the cooked caramel for laid-back marshmallow goodness. It’s totally American—you’ll find it everywhere from backyard get-togethers to busy fairgrounds. My grandma always laughed and said, if you’ve got marshmallows and popcorn, you’ll never be bored
Common Questions
- → How do I keep my popcorn from getting soft?
Once you cover the popcorn, lay it out flat on a baking tray. Let it cool off completely before you put it away, so the stickiness doesn’t make it mushy.
- → Could I make this with popcorn from the microwave?
For sure! Just pick the basic or lightly salted kind, so the salty taste doesn’t mess with the sweet topping.
- → Any fun add-ins for more crunch?
Toss in some roasted nuts, sprinkle on mini pretzels, or swirl melted chocolate over the top before it firms up. It’s a tasty upgrade for flavor and bite.
- → What’s the best way to keep marshmallow caramel popcorn fresh?
Stuff it in a sealed container and keep it at room temp. The texture stays spot on for up to three days.
- → Is it okay to make this snack ahead of time?
You bet! Whip up the caramel popcorn a day early, but make sure it’s closed up tight until you’re ready to dig in.