I’ve eaten this caramel corn more times than I can remember. It’s soft, gooey, and addicting. This tried and true recipe comes from a family friend, Tiffany Thornton. I don’t know if I should thank her or spank her for introducing us to it! I get to enjoy her famous caramel corn often when we go visit my husband’s family in Denver. In the Denney family, my sister-in-law Kim is our resident expert at making Tiffany’s popcorn. Since it’s so gooey, once you grab a handful…your committed. I remember watching a movie with my husband’s family and laughing so hard as we glanced at each other and we were all holding up a “claw” (our designated popcorn hand) in the dark.

I made Tiffany’s Soft Caramel Popcorn 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.
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Tiffany’s Soft Caramel Popcorn


  • 3 bags microwave popcorn , popped
  • 1/2 cup 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 14 ounce can sweetened condensed milk


  1. 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.
  2. 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
  3. 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.
  4. 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!

Recipe Notes

Source: Tiffany Thornton