Project Description

Caramel Corn is interesting to me. I love a good salty sweet combo (pineapple on pizza? yes please). I like traditional candy like caramel corn. However, when I was in my early adult life I dated this girl and her mom would make “Poppy Cock” at christmas. When I tried it I was expecting your typical crunchy candy corn like “Poppy Cock”, but it wasn’t. The Caramel was soft. It was like she poured craft soft camels (melted) all over it. I didn’t date this girl long enough to get her moms mystical caramel corn recipe, so I spent a long time trying to figure it out. Let me tell you… It’s easier than you think!
Mac and cheese served on plate with salad


Matt McDougall


It makes a lot…




Easy / Fast

Somethings to note about this recipe: Cooking Caramel is a delicate process. I would definitely suggest not adding a lot of heat to it all at once, you will for sure burn it. Have you ever tried to eat burned caramel? Its not nice! Furthermore, This is super easy to make but it makes a lot. I am not here to rule your life, however, I would suggest only making this when you are going to have a lot of people over to help you eat it.

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The combination of caramel and corn dates back at least as far as the 1890s with the strong molasses flavor of Cracker Jack, an early version of which was introduced at the Chicago World’s Fair in 1893.




  • Caramel popcorn or “caramel corn” used to be directly associated with Halloween for trick or treaters.
  • Popcorn is made by boiling the water inside the corn kernel. As the liquid water becomes gaseous, it occupies much more volume and therefore causes incredible pressure in the kernel that causes it to explode into being inside-out.
  • Unpopped popcorn kernels are called “old maids.”
  • The Wyandot Popcorn Museum is the largest collection of restored popcorn antiques.


  • Course: Snack

  • Prep: 5min

  • Cooking: 30min

  • Total Time: 35min

  • Calories: 441 kcal

  • Saturated Fat: 15g

  • Carbs: 34g

  • Protein: 21.1g

  • 1/4 Cup – Unpopped Popcorn
  • 1/2 Cup – Brown Sugar

  • 1/4 Cup – Unsalted Butter

  • 1Tbsp – Vanilla Extract

  • Salt to Taste

  • 1 Can – Condensed Milk

  • Peanuts (optional)

  • Here is the low down: my popcorn is made in an air popper and I get a significantly larger yield. I would say it makes roughly 10 cups of popped corn. Microwave popcorn is fine, but you need a few bags to get the right amount. Just be aware, 10ish cups is what you are looking for. Prepare your popcorn with the method you prefer! Place popped corn on baking sheets making an even layer. I normally use 2 baking sheets. If you are adding peanuts, you would sprinkle them onto the popcorn now (refer to image). Set aside.

  • get a medium saucepan and put it on medium heat. Add butter, brown sugar and vanilla to pot. Stirring regularly.

  • The mixture should start to melt together. you can check the temp 2 ways. We want the physical temp to be 320º+ So you can use a thermometer to test that. If you don’t have a thermometer you can use a glass of ice water. Drop a little bit of mixture into water. if it stays together, we are ready.

  • remove from heat. Add the can of condensed milk to the mixture and stir together. This is the trick to getting that creamy soft caramel.
  • Pour over popped corn. Salt to taste. Let cool. Enjoy!

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