Chewy Caramel Popcorn

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Nothing says “Home” better than a warm batch of chewy caramel popcorn. As with most treats I make, I found a way to reduce the amount of sugar and fat in this recipe without sacrificing flavor or texture. Don’t ask. Don’t tell. Am I right?

As a kid, this was one of my dad’s favorite treats to make for us. We would help pop the corn while he made the caramel glaze. Then, he would pile it high in a mountain of sweet, chewy goodness on the countertop. Naturally, I do the same with my kids. We all gather around the island of my kitchen and munch away on our caramel popcorn mountain. So many good memories are associated with this deliciously sticky treat. Make some today and let the good times roll!

Chewy Caramel Popcorn

Chewy, sticky, buttery, (and so addictive) caramel popcorn.
Prep Time 30 minutes
Cook Time 15 minutes
Total Time 45 minutes
Servings 50 cups
Calories 140kcal
Author Megan


  • 2 Cups Brown Sugar packed
  • 1 Cup Light Karo Syrup
  • 1 can Sweetened Condensed Milk Eagle brand
  • ¾ Cup Butter melted
  • 2 teaspoons Vanilla
  • 2 ½ Cups Popcorn un-popped measurement


  • Pop the corn using an air-popper or a Whirly Pop Popcorn Maker. (Aff. Link) Divide the popped corn into 4 large pots or bowls. Sort and discard old maids and set aside.
  • Combine brown sugar and Karo syrup in a large sauce pan. Bring to a boil and stir constantly for 3 minutes. (Don't skimp on the full 3 minutes, because the boiled sugar increases the caramel flavor.)
  • Add the can of Eagle brand milk while continually stirring the mixture.
  • Keep stirring as you slowly add the melted butter and return to a boil.
  • Once it starts boiling again and the butter is completely mixed in, remove the caramel sauce from the heat and add vanilla.
  • In your largest pot, pour the caramel evenly over the popped corn. Stir until the kernels are well coated. Pour the caramel corn onto a countertop lined with waxed paper to let cool for about 10 minutes before serving.


If you opt for using the Whirly Pop (my appliance of choice) you will need approximately ¼ cup of Olive Oil for preparing the popcorn.

Featured Product

(Includes Affiliate Link)

Wabash Valley Farms Whirly Pop

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