Let’s Make Some Magic!
Step 1: Pop Some Corn!
Pop your popcorn using your preferred method (stovetop or microwave). Remove any unpopped kernels and set aside.
Step 2: Caramel Time!
In a medium saucepan, melt butter over medium heat. Stir in brown sugar, corn syrup, and salt. Bring to a gentle boil, stirring constantly. Boil for 3-4 minutes without stirring to deepen the caramel flavor.
Step 3: Marshmallow Melt-Down!
Remove from heat and stir in vanilla extract. Add marshmallows and stir until completely melted and smooth. This is where the magic happens!
Step 4: Coat Those Kernels!
Pour the caramel mixture over the popcorn and toss gently until every piece is coated. Work quickly!
Step 5: Cool & Set
Line a baking sheet with parchment paper. Spread the caramel corn in an even layer and let it cool for 15-20 minutes.
Step 6: Enjoy!
Break into clusters and serve. Store leftovers in an airtight container for up to 3 days.
Pro Tips for Perfection
- Use fresh popcorn for best results.
- Don’t skip the salt—it enhances the sweetness!
- Work quickly—caramel sets fast!
- Get creative with add-ins!
- Clean up is easier if you soak your pan immediately.
Fun Variations
- Nutty: Add toasted pecans or almonds.
- Holiday Cheer: Add red and green sprinkles.
- Chocolate Lover’s Delight: Drizzle with melted chocolate.
- Peanut Butter Power: Add ¼ cup peanut butter to the caramel.
Storage
- Room Temp: Up to 3 days in an airtight container (ensure it’s completely cool first).
- Freezing: Up to 1 month in a freezer-safe bag. Thaw at room temperature.
Frequently Asked Questions (FAQs)
- Microwave popcorn? Yes, but use plain or lightly salted.
- Melting marshmallows? Stir them into the hot caramel off the heat.
- Make ahead? Absolutely! Store in an airtight container.
- Double the recipe? Go for it!
This isn’t just a snack; it’s a happiness-inducing experience! Enjoy!

Perfect for sharing—or not! 😊
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