Caramel Corn

popcorn 2What tastes more like fall than buttery caramel corn?

I have been making this caramel corn every fall for several years now, and it is always a hit. It is a standard menu item when I host book club in the fall, and I included it as one of the prizes for our church carnival’s cake and treat walk last year. (It is a great option for the gluten-free and egg-free people in your life. Leave out the peanuts and those with nut allergies should be able to enjoy it too.)

Fill up a big bowl for a party or bag it up to give away as party favors or as a fall treat for a friend or a neighbor. Curl up on the couch with the kids on a lazy Saturday to watch a classic movie and munch caramel corn. You can even freeze part of it to keep yourself from eating the whole batch at once.

It is so good; everyone will definitely want more, so go stock up on popcorn right now.

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Caramel Corn

I weigh many of my ingredients in a pot to get started.
I weigh many of my ingredients in a pot to get started.


  • 7 quarts (approximately 28 cups) plain popped popcorn
  • 2 cups honey or dry roasted peanuts (optional)
  • 2 cups brown sugar
  • 1/2 cup light corn syrup
  • 1 teaspoon salt
  • 1/2 cup margarine
  • 1/2 cup butter
  • 1/2 teaspoon baking soda
  • 1 teaspoon vanilla extract


  1. Preheat the oven to 250 degrees. Spray a large disposable roasting pan or other large pan(s) with cooking spray. Add popped popcorn. Add the peanuts if using. Set the pan of popcorn inside the oven to keep it warm while you make the caramel. (This will help the caramel mix better without hardening on cold popcorn.)
  2. In a medium size pot, combine the brown sugar, corn syrup, margarine, butter, and salt. Bring to a boil over medium heat, stirring enough to blend. Once the mixture begins to boil, boil for 5 minutes, stirring occasionally.boil
  3. Remove from the heat and stir in the baking soda and vanilla. The mixture will bubble up a bit and become lighter in color and foamy. Immediately pour over the popcorn and stir to coat. Don’t worry if all of the corn is not coated at this point.

    Pour hot caramel over the preheated popcorn and peanuts.

  4. Bake for one hour, removing the pans and giving them a thorough stir every 15 minutes. Line the counter top with waxed paper or parchment paper. Dump the corn out onto the waxed paper in a single layer, separating any big chunks.
  5. Allow to cool completely and then store in airtight containers or zip top bags.popcorn

Source: Adapted slightly from AllRecipes.

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