Caramel Popcorn

2 bags of microwave popcorn or 2 batches of air-popped popcorn*
1 cup packed brown sugar
½ cup butter
¼ cup light corn syrup
½ teaspoon salt
½ teaspoon baking soda

Cook popcorn according to directions and place in a large bowl. Remove any un-popped popcorn kernels. Set aside.  Place brown sugar, butter, syrup, and salt in a large saucepan/Dutch oven. Heat on medium-low. Swirl the pan but do not stir. When large bubbles begin to form on the surface, allow to the mixture to cook for an additional 3 to 5 minutes. Do not stir. When it is ready, the mixture will be a deep golden brown.  Do not step away during this process as caramel can easily overcook and burn. Immediate take the pot off the heat and quickly stir in the baking soda using a rubber spatula.  Use extreme caution: the mixture will rise when baking soda is added and is very hot.  Fold mixture over popcorn in batches to coat popcorn evenly. Allow caramel popcorn time to cool/set before serving. Enjoy!


  • Add vanilla with the baking soda to add flavor.
  • Add pecan, walnut or peanut pieces for additional crunch
  • Drizzle caramel corn with white and/or dark chocolate for a truly decadent treat
  • Create your own “Chicago” mix by adding cheese and buttered popcorn.

*One batch of air-popped popcorn = Air popping ½ cup of popcorn kernels