Tiffany’s Soft Caramel Popcorn

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.

Tiffany’s Soft Caramel Popcorn


  • 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 (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!


Source: Tiffany Thornton


Speak Your Mind



  1. This looks DEEEEVINE!!! I love my caramel corn soft and gooey:)

  2. 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!

  3. This looks dangerously addictive.

  4. 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!

  5. Caramel corn is so darn good. I’ve never made it myself, but have always wanted to try. Thanks for the recipe!

  6. Kim says it’s also calorie free???

  7. 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!

  8. 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!

  9. we love finding new ways to make popcorn, thanks!

  10. 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 We’re also featuring cookies this week so if you have any great cookie recipes you can submit those too!

  11. 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)

  12. That looks silly delicious!

    Mary xx
    Delightful Bitefuls!

  13. Wow! I’ve been wanting to make caramel corn and definitely bookmarking this to give it a try! Beautiful photos, too!

  14. Oh dear. This looks right up my alley. I’m in sooo much trouble now! 😉

  15. Amazing!!

  16. This sounds divine!

  17. 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.

  18. i just made this and, um, ate most of it by myself. love it! thanks for another awesome recipe!

  19. I madethis and am featuring it on my blog today! Thanks for sharing your tasty recipes! 🙂

  20. What size of can for the sweetened condensed milk??

  21. @Jessica,
    Great question. Use a 14 ounce can!

  22. This needs pretzels and m&ms. Or just pretzel m&ms! Do you think you could add salt to the caramel? I bet thar would be super yummy.
    Also the way we make microwave popcorn at home is also a pinterest trick. Just kernels in a brown paper bag! My four year old loves having his own little special bag of popcorn. And he refuses to eat it without ranch seasoning. Funny thing is he doesn’t know he is getting a healthy whole grain snack! (I won’t tell if you won’t tell!! *winks)
    Traditionally at Christmas my mom and I always make almond bark treats. Our favorite is covered popcorn! We play with adding roasted peanuts and broken up pretzels and it’s so delicious we can hardly stay out of it until the chocolate dries lol I just adore sweet and salty things!! Can’t wait to try this popcorn. Thanks Christy!

  23. Awesome and easy recipe! I searched all over and by far this is the best recipe. The caramel popcorn is yummy!

  24. Just made this, excellent! Good taste, texture and chewiness, it is good alright!. Thanks!

  25. QWxMLu I appreciate you sharing this article.Thanks Again. Much obliged.

  26. Just tried this. I halved the recipe and it worked out perfectly. Very tasty. Thank you so much!

  27. Wow it would be hard to stop once you started eating this popcorn!

  28. Pro Tip: Do this with the butter flavored puff corn instead! Same taste not a single kernnel or skin.

  29. Just made this and it was perfect! I used three cups of kernels since I use an air popper.
    This is definitely a keeper, thank you!

  30. Best caramel popcorn ever!! I can’t stop eating it and it’s supposed to be for gift baskets!! Way to go!! A++

  31. I want to make this for my Halloween party and am thinking of making them into mini popcorn balls with a pretzel rod as an edible stick. Is the popcorn ball going to hold it’s shape or is it too gooey?

  32. would it be possible to color it pink for a baby shower? I’d like to try this it looks so good.