
This marshmallow caramel popcorn transforms ordinary microwave popcorn into an irresistible sweet treat that brings back childhood memories with every sticky, delicious bite. The gooey marshmallow caramel creates the perfect balance of chewy and crunchy texture that makes this so much more exciting than regular caramel corn.
I first made this recipe during movie night with my nieces and nephews, and now they insist we make it every time they visit. Their little faces light up when they see the marshmallows going into the pot because they know what's coming.
Ingredients
- Microwave popcorn provides the perfect base for this treat. Choose a lightly salted or plain variety to let the caramel shine.
- Butter creates richness and helps the caramel coat every kernel. Use unsalted butter for better control of the sweetness.
- Brown sugar gives that deep caramel flavor. Dark brown sugar works best for a more robust taste.
- Light corn syrup prevents crystallization and creates the perfect chewy texture. This small amount makes a big difference.
- Marshmallows are the secret ingredient that makes this version special. They create a gooey, stretchy caramel unlike traditional recipes.
- Vanilla extract adds warmth and depth. Use pure vanilla extract for the best flavor.
Step-by-Step Instructions
- Prepare the popcorn
- Pop your microwave popcorn according to package directions. Transfer to a large mixing bowl, taking extra time to pick out any unpopped kernels. Nobody wants to bite into a hard kernel hiding in their sweet treat. Make sure your bowl is larger than you think you need as stirring will require space.
- Create the caramel base
- Place your butter, brown sugar, and corn syrup in a medium saucepan over medium heat. Stir continuously with a wooden spoon or heat resistant spatula until everything melts together into a smooth, bubbling mixture. This should take about 3 minutes. The color will deepen slightly and the mixture will become glossy.
- Add marshmallows
- Add your marshmallows and vanilla to the caramel mixture. Keep stirring constantly to prevent burning. Watch as the marshmallows slowly melt and incorporate into the caramel, creating a stretchy, glossy sauce. This should take another 2 to 3 minutes. The mixture is ready when no solid marshmallow pieces remain.
- Coat the popcorn
- Working quickly before the mixture cools, pour the hot marshmallow caramel over your popcorn. Use a heat resistant rubber spatula to gently fold everything together until all popcorn is evenly coated. Be thorough but try not to crush the popcorn. The caramel will be very hot, so be careful not to touch it.
- Cool and serve
- Spread the coated popcorn onto a baking sheet lined with parchment paper and allow it to cool for about 5 minutes. This helps the caramel set just enough to be less sticky but still wonderfully chewy. You can serve it slightly warm or at room temperature.

The marshmallows are truly what makes this recipe special in my family. My grandmother always said good caramel corn should be just a little bit sticky, and the marshmallows create exactly that perfect texture that brings me right back to her kitchen every single time I make this.
Storage Tips
This marshmallow caramel corn stays fresh in an airtight container at room temperature for up to 3 days. The texture remains delightfully chewy much longer than traditional caramel corn. If you live in a particularly humid climate, you might want to add a piece of bread to the container to absorb excess moisture and keep the popcorn from becoming too sticky. Just replace the bread every day to maintain freshness.
Flavor Variations
The beauty of this recipe is how easily you can customize it to create different flavor profiles. For a chocolate lover's version, stir in 1/2 cup chocolate chips while the mixture is still warm so they melt slightly. For a salty-sweet combination, sprinkle flaky sea salt over the top just after coating the popcorn. My personal favorite variation is adding 1/4 teaspoon of cinnamon and a tiny pinch of cayenne for a Mexican-inspired sweet heat version that adults especially appreciate.
Perfect Pairings
This marshmallow caramel popcorn makes an excellent companion to movie night but also works wonderfully as part of a dessert table. Serve alongside vanilla ice cream for a delightful contrast of temperatures and textures. For a fun party idea, create a popcorn bar with this recipe as the star, offering toppings like mini chocolate chips, sprinkles, or crushed cookies that guests can add to their serving while the caramel is still warm enough for toppings to stick.
Troubleshooting
If your caramel seems too thick to coat the popcorn easily, add a tablespoon of butter and return it to low heat briefly. If your finished popcorn turns out too sticky, spread it on a parchment-lined baking sheet and place in a 250°F oven for 10 minutes, stirring halfway. This will help set the caramel without making it too hard. The most common mistake is overheating the caramel mixture, which can cause it to harden too quickly or even burn, so always keep the heat at medium and stir constantly.

Recipe FAQs
- → How long does marshmallow caramel popcorn stay fresh?
When stored in an airtight container at room temperature, marshmallow caramel popcorn will stay fresh for 3-5 days. For best results, place parchment paper between layers to prevent sticking.
- → Can I use homemade popcorn instead of microwave popcorn?
Absolutely! You can substitute the microwave popcorn with about 8-10 cups of air-popped or stovetop popcorn. Just make sure to remove any unpopped kernels before adding the caramel mixture.
- → Why is my caramel popcorn too sticky?
If your popcorn is excessively sticky, the caramel mixture might not have been cooked long enough. Make sure to thoroughly melt all ingredients together before pouring over popcorn. Allowing it to cool completely on a baking sheet will also help reduce stickiness.
- → Can I add other flavors to marshmallow caramel popcorn?
Yes! This versatile treat can be customized with additions like chocolate drizzle, sea salt, cinnamon, chopped nuts, or even a dash of cayenne pepper for a sweet-heat combination. Add these after coating the popcorn with the marshmallow caramel mixture.
- → Is it possible to make this recipe without corn syrup?
You can substitute the corn syrup with honey or maple syrup for a different flavor profile. Keep in mind this may slightly alter the texture and sweetness of the final product.
- → Can I make this recipe ahead for a party?
This is an excellent make-ahead treat! Prepare it 1-2 days before your event and store in an airtight container. The flavors will meld together nicely, and it will maintain its delicious chewy texture.