I made this for my son Austin and his friends who spontaneously threw a "pool" party at our house. I didn't have the heart to tell him that our "pool" is actually just a hot tub. It was a little crowded in there but they didn't care. As soon as I brought it out they all jumped out and said, "Can we have some?"
Kim says that a good heavy saucepan and a high quality rubber spatula really make a difference when making this recipe.
Tiffany's Soft Caramel Popcorn
by Tiffany Thornton
3 bags microwave popcorn, popped
1/2 cup (1 stick) butter (I like to use salted butter since the rest of the popcorn is so sweet)
1 cup light brown sugar
1 cup light corn syrup
1 can sweetened condensed milk
Pop popcorn according to package directions and make sure you get rid of any unpopped kernels. Kim prefers the movie theater popcorn but it's good with really any kind of popcorn. This seems like a lot of popcorn but trust me it will get eaten! Place popcorn in a large bowl...larger than you think you will need.
In a large saucepan melt together the butter, brown sugar, and corn syrup. Bring mixture to a boil. Once it comes to a boil, reduce to medium heat and add the can of sweetened condensed milk. With the rubber spatula, stir constantly for 5 minutes scraping the sides and especially the bottom of the pan to
prevent any burning. The longer you cook it the firmer the caramel will be. I like mine a little on the soft side so I like to cook it shy of 5 minutes...around 4 minutes and 30 seconds.
Pour caramel over popcorn and stir until coated. This will take a lot of stirring to get it all incorporated. It's great warm or at room temperature. Feel free to add in M&Ms, nuts, or drizzle it with chocolate. I like it plain and classic. Enjoy!

















This looks DEEEEVINE!!! I love my caramel corn soft and gooey:)
Kim also says that it is worth EVERY bit of effort to pick out all of the un-popped kernels (or grannies, as I call them). Seriously, worth EVERY effort!
This looks dangerously addictive.
LOVE caramel corn. Been trying to convince the hubs to let me try it for a while, but the darn diets (and lack of willpower) make this dangerous to have in the house!
Caramel corn is so darn good. I've never made it myself, but have always wanted to try. Thanks for the recipe!
Kim says it's also calorie free???
oh wow! I just made a version of caramel corn yesterday that I am going to post, but if I had seen this first I would have totally used this recipe! Sweetened condensed milk?! Awesome!
I should know by now never to check your site before I eat breakfast! Now instead of the slimfast I should be having, I want something ooey and gooey! This looks so good!
we love finding new ways to make popcorn, thanks!
This looks so good and like I probably couldn't stop eating it! I'd love for you to submit this to the M&T Spotlight at http://www.makeandtakes.com/spotlight. We're also featuring cookies this week so if you have any great cookie recipes you can submit those too!
Yes, Kim says calorie free!
(and the internal exclamations of joy totally drown out the internal voice of guilt that tries to make you stop)
That looks silly delicious!
Mary xx
Delightful Bitefuls!
Wow! I've been wanting to make caramel corn and definitely bookmarking this to give it a try! Beautiful photos, too!
Oh dear. This looks right up my alley. I'm in sooo much trouble now! ;)
Amazing!!
This sounds divine!
I laughed out loud when you talked about the "claw"! I have this same recipe, and we love it, but yes the "claw" is real, haha.
i just made this and, um, ate most of it by myself. love it! thanks for another awesome recipe!
I madethis and am featuring it on my blog today! Thanks for sharing your tasty recipes! :)