Source: Midwest Living


Recipe Summary

25 mins
40 mins
1 hr 5 mins
6 quarts


Ingredient Checklist


Instructions Checklist
  • Coat bottom and side of a large roasting pan with nonstick cooking spray.* Place popped corn in pan.

  • In a heavy saucepan, melt butter over low heat.

  • Add the brown sugar, corn syrup, and salt. Bring to boiling, stirring constantly.

  • Boil without stirring for 5 minutes. Remove mixture from heat. Stir in the vanilla and baking soda. Gradually pour the caramel mixture over the popcorn and mix well.

  • Bake in a 300 degree F oven for 40 minutes, stirring every 10 minutes. Remove from oven and cool in pan. Break apart. Store in a tightly covered container at room temperature. Makes 6 quarts.


If you don't have a roasting pan, toss popcorn with caramel mixture in a very large mixing bowl or Dutch oven sprayed with nonstick cooking spray. Then, divide mixture between two 13x9x2-inch baking pans, also sprayed with cooking spray. Bake, stirring as directed.

Chocolate-Coated Caramel Corn:

Melt 6 ounces semisweet or milk chocolate used for baking. Pour melted chocolate over 1-1/2 quarts of the baked caramel corn. Stir until evenly coated. Chill in the refrigerator. Break into clusters. Store, covered, in the refrigerator.

Nutrition Facts

95 calories; fat 4g; cholesterol 11mg; saturated fat 3g; carbohydrates 15g; insoluble fiber 1g; protein 1g; vitamin a 1658.7RE; sodium 111mg; calcium 10.1mg; iron 0.4mg.