This Famous Soft Caramel Popcorn is the GOAT (greatest of all time) popcorn recipe. I am known for this recipe because I take it everywhere!

This recipe is not your typical, crunchy karo syrup caramel popcorn recipe. It has a soft, chewy caramel coating that will keep you coming back for more! AND the best part is, it’s a 4 ingredient recipe!

Super quick and easy! It’s the perfect movie night snack, treat to take to a party, or to wrap up in bags and deliver them to your friends and family. Make it with me!

What You’ll Need

3/4 cup unpopped Mushroom popcorn kernels
1 cup butter
One cup brown sugar
1 16 ounce bag of marshmallows

Mushroom Popcorn Kernals

You may notice that the popcorn in this recipe is a larger, rounder, and fuller than typical popcorn.

Just this past weekend, I learned at Orson Gygi about Mushroom Popcorn! I have always wondered why when you by flavored popcorn from a store why their popcorn pops so big and round.

Come to find out, there is a secret! AND now I am sharing it with you! Mushroom Popcorn is a brand of popcorn that you buy that will actually pop this shape!

When you compare it to regular popcorn that you buy at the grocery store, there is a huge difference.

I will never use regular popcorn in flavored recipes ever again!

How to Make Famous Soft Caramel Popcorn

Using an Air-Popped Popcorn Popper, Pop the popcorn kernels, air popped works the best. There is a measuring cup on our machine that is 1/4 cup, so we pop 3 batches for one recipe.

Using a strainer or wire cookie rack, dump the popcorn over it to allow the unpopped kernels to fall through. Place popcorn in a large bowl.

Making the Soft Caramel Sauce

In a sauce pan on medium low heat, melt the butter. Add the brown sugar and stir until it dissolves. Next, add the marshmallows to the sauce pan and stir repeatedly until melted down, creating a brown caramel color.

Pour caramel sauce over popped popcorn and mix until well coated. ENJOY!

*If you want to color your caramel, do so when the marshmallows are melted down!

Colored Caramel Popcorn

You can make this recipe cute and festive for any holiday! I did half the batch normal caramel colored, then colored the other half red for a fun Christmas look! You could do the same for Halloween, Easter, or the Fourth of July!

Like this recipe and want to save it for later? Pin it to Pinterest here!