Irresistible Caramel Marshmallow Popcorn: Your Ultimate Sweet & Salty Treat
Indulge in the perfect blend of sweet and salty with this incredibly easy and utterly delicious Caramel Marshmallow Popcorn. Coated in a luxurious, sticky caramel and fluffy marshmallow mixture, every bite promises an ooey-gooey texture that is truly addictive. Whether you’re planning a cozy movie night, hosting a gathering, or simply craving a delightful snack to share (or keep all to yourself!), this recipe is guaranteed to be a crowd-pleaser.
Popcorn is a beloved classic for a reason – it’s light, fluffy, and the perfect canvas for endless flavor combinations. If you share our passion for popcorn, you’ll be thrilled to explore other fantastic recipes like our Muddy Buddy Popcorn, famously known for its chocolate and peanut butter coating, our classic Soft Caramel Popcorn, or the unique and savory-sweet Peanut Butter Popcorn. Each offers a distinct twist on this versatile snack, but today, we’re diving into something truly special.

For many, popcorn isn’t just a snack; it’s a fundamental food group. And when that popcorn is elevated with a rich, buttery caramel and soft, stretchy marshmallow coating? That’s when it transcends into pure bliss. I have vivid childhood memories of devouring bowls of simple marshmallow popcorn, and later, during my college years, I developed an undeniable addiction to classic caramel corn. This recipe beautifully marries those two cherished flavors, resulting in a popcorn creation that is even more irresistible and profoundly satisfying.
Consider this your official warning: once you start, it’s incredibly difficult to stop. This Caramel Marshmallow Popcorn is so exceptionally good, you might just find yourself polishing off an entire bowl without even realizing it. But honestly, who could blame you? It’s truly that spectacular, offering a delightful balance of chewiness and crunch that keeps you reaching for more.
If you’re eager to explore these harmonious flavors in a different format, don’t miss out on our delightful Caramel Rice Krispie Treats, another fantastic dessert that captures the same beloved taste profile with a satisfying crispness.
Why This Caramel Marshmallow Popcorn Stands Out
What makes this particular recipe a standout among countless sweet popcorn variations? It’s the unique combination of textures and flavors that create a truly unforgettable experience. Unlike traditional caramel corn that can sometimes be too crunchy or brittle, our version incorporates marshmallows to achieve an incredibly soft, chewy, and gloriously gooey consistency. This marshmallow infusion adds a delightful stretchiness and a lighter sweetness that perfectly balances the rich, deep notes of the homemade caramel. It’s a texture sensation you won’t soon forget!
- Unrivaled Texture: The marshmallows melt into the caramel to create a coating that’s beautifully soft and chewy, not hard or sticky on your teeth. It provides a delightful pull-apart experience.
- Perfect Sweet-Salty Balance: A strategic hint of salt can elevate the caramel notes, making the sweetness even more pronounced and satisfying, preventing the snack from being overly cloying.
- Effortless Preparation: Despite its gourmet taste and impressive presentation, this popcorn is surprisingly simple to prepare, making it an ideal last-minute treat for unexpected guests or sudden cravings.
- Versatile Treat: Perfect for any occasion – from casual family movie nights to impressive party desserts or thoughtful homemade gifts. Its universal appeal makes it a hit with all ages.

Key Ingredients for the Perfect Caramel Marshmallow Popcorn
Crafting this incredible snack requires just a handful of simple ingredients. The quality of each component plays a significant role in the final flavor and texture, so here’s a closer look at what you’ll need and why:
- Popcorn: The very foundation of our delicious treat. For the best results, I highly recommend using freshly air-popped popcorn. It offers a clean, neutral base that allows the rich caramel marshmallow coating to truly shine without competing flavors. If air-popping isn’t an option, any plain, unbuttered, and unsalted popcorn will work perfectly. It’s crucial to avoid buttered microwave popcorn, as the added butter and salt can interfere with the caramel’s flavor and desired consistency. Aim for about 12 cups of popped popcorn, which usually comes from about 1/3 cup of unpopped kernels, but this can vary by brand and popper efficiency.
- Brown Sugar: This is the undeniable star for creating that deep, rich, and complex caramel flavor we all love. I prefer using light brown sugar because it contributes a wonderful molasses note and helps achieve a perfectly smooth, velvety caramel sauce. If you desire a more intense, robust caramel flavor, dark brown sugar can be used, though it will result in a slightly darker caramel.
- Butter: Essential for richness, flavor, and an incredibly luscious mouthfeel, butter is what gives our caramel its creamy, indulgent character. While I typically use unsalted butter (which I always have on hand for precise baking), salted butter is a perfectly acceptable substitute here. If you opt for salted butter, you might want to slightly reduce any additional sea salt you plan to add later to avoid over-salting.
- Light Corn Syrup: Don’t skip this ingredient – it’s a magic worker in caramel making! Light corn syrup plays a crucial role in preventing the sugar from crystallizing, which can otherwise result in a grainy, unappealing caramel. Beyond its anti-crystallization properties, it also contributes to the smooth, glossy texture of the sauce and helps keep the popcorn perfectly soft and gooey, rather than becoming hard and brittle as it cools.
- Marshmallows: The secret ingredient to that irresistible “ooey-gooey” factor and the delightful stretchiness of this popcorn. My biggest tip for marshmallows is to ensure they are fresh and soft. Stale or hardened marshmallows can be difficult to melt smoothly and may lead to a lumpy coating. Mini marshmallows are my preferred choice because they melt much faster and more evenly into the hot caramel mixture, significantly speeding up the process and ensuring a uniform blend.
- Vanilla Extract: A splash of pure vanilla extract, added at the very end, dramatically enhances all the other flavors, adding a warm, aromatic depth that perfectly rounds out and completes the caramel marshmallow experience. Make sure to add it off the heat to preserve its delicate flavor compounds from evaporating.

Crafting Your Caramel Marshmallow Popcorn: A Step-by-Step Guide
Creating this delectable snack is surprisingly straightforward and quick, making it an ideal choice for a last-minute treat. Just follow these steps meticulously, and you’ll be enjoying warm, gooey popcorn in no time!
Preparation Tip: Before you begin cooking, ensure your popcorn is popped and ready. It’s also a good idea to have a very large, heat-safe mixing bowl (preferably stainless steel) at the ready, along with a sturdy spatula or wooden spoon for efficient stirring. Having everything prepped makes the process seamless.
STEP 1: Begin the Caramel Base. In a medium to large heavy-bottomed saucepan, combine the brown sugar, butter (it helps to cut the butter into smaller pieces for faster melting), and the light corn syrup. This trio forms the core of your rich caramel base.
STEP 2: Melt and Simmer to Perfection. Place the saucepan over medium heat. Cook this mixture, stirring constantly with a whisk or spoon, until the butter is completely melted and the sugar has dissolved, preventing any graininess. Bring the mixture to a gentle simmer. Continue to cook for another 1-2 minutes, stirring occasionally. This crucial initial cooking helps to create a stable caramel base and allows the flavors to truly meld together.
STEP 3: Introduce the Marshmallows. Reduce the heat to low. Now, add all the mini marshmallows to the saucepan. Gently stir them into the warm caramel mixture, ensuring they are submerged.

STEP 4: Melt the Marshmallows Thoroughly. Continue to cook over low heat, stirring constantly, until the marshmallows are almost completely melted and fully incorporated into a smooth, glossy sauce. This continuous stirring is absolutely crucial to prevent the mixture from sticking to the bottom of the pan and burning. Ensure there are no significant lumps of marshmallows remaining for the best, most uniform texture.
STEP 5: Enhance with Vanilla. Once the marshmallows are fully melted and the sauce is perfectly smooth, immediately remove the pot from the heat. Stir in the pure vanilla extract. Adding it off the heat preserves its delicate aroma and ensures its full flavor impact in the finished popcorn.

STEP 6: Combine Popcorn and Sauce. Place your freshly popped popcorn in the very large, heat-safe mixing bowl you prepared earlier. Carefully pour the hot, decadent caramel marshmallow sauce evenly over the popcorn. It’s important to work quickly here as the sauce will begin to set and thicken as it cools.
STEP 7: Gently Coat. Using a large spatula or two wooden spoons, gently but thoroughly stir the sauce into the popcorn. The goal is to ensure every fluffy piece of popcorn is coated with that glorious, sticky mixture. Take care not to crush the popcorn as you mix; a folding motion works best. Continue mixing until evenly coated, which might take a few minutes of careful turning and folding.
STEP 8: Cool and Enjoy. Spread the coated popcorn onto a large sheet of parchment paper or a silicone baking mat on your countertop to cool slightly. This helps prevent excessive clumping and allows for easier breaking. Once it’s cool enough to handle but still wonderfully warm and pliable, break it into individual pieces or clusters. Serve immediately and prepare to watch it disappear!

Pro Tips for Perfect Caramel Marshmallow Popcorn Every Time
Achieving that perfectly gooey, flavorful caramel marshmallow popcorn is surprisingly easy with a few insider tips and tricks:
- Choose the Right Mixing Bowl: A very large, sturdy stainless steel bowl is a game-changer for mixing this popcorn. Its smooth, non-stick surface and ample size allow for easy, thorough coating without making a huge mess. I often use a bowl similar to this stainless steel mixing bowl – it’s incredibly versatile for many kitchen tasks beyond just popcorn.
- Fresh Marshmallows are Key: As mentioned, fresh, soft marshmallows melt more smoothly and contribute to a better, gooier, and more consistent texture. Old, hardened marshmallows will be lumpy and significantly harder to incorporate into the caramel.
- Don’t Overcook the Caramel: Once the marshmallows are fully melted and the sauce is smooth, remove it from the heat immediately. Overcooking the caramel can lead to a harder, chewier, or even burnt taste in your popcorn.
- Act Quickly: The caramel marshmallow mixture starts to set and thicken as it cools. Work efficiently when pouring and mixing it with the popcorn to ensure every piece gets an even, generous coating before it becomes too stiff.
- The Power of Sea Salt: A delicate sprinkle of flaky sea salt over the finished popcorn can work wonders. The contrast of the savory salt against the intense sweetness of the caramel and marshmallow is absolutely divine, enhancing the overall flavor profile and adding a sophisticated touch.
- Remove Unpopped Kernels: Before adding your sauce, take a crucial moment to sift through your popped popcorn and remove any unpopped kernels or “old maids.” There’s nothing worse than biting into a hard, unexpected kernel when you’re expecting soft, chewy goodness!
- Prevent Sticking on Your Hands: If you find the popcorn is becoming too sticky to handle and separate, lightly butter your hands or spatulas before breaking it apart. This simple trick makes a world of difference.
- Storage Secrets for Freshness: This caramel marshmallow popcorn is designed to stay beautifully soft and gooey. To maintain its delightful texture, store it in an airtight container at room temperature for up to 3-4 days. While it’s known for its good shelf life, in our house, it rarely lasts that long!

Serving Suggestions and Delicious Variations
While this caramel marshmallow popcorn is utterly perfect on its own, its versatility allows for exciting additions and serving ideas to make it even more special for any occasion:
- Add Nuts for Crunch: Stir in some toasted pecans, walnuts, almonds, or peanuts along with the popcorn before coating for added texture, flavor, and a satisfying crunch.
- Chocolate Drizzle: Once the popcorn has cooled and been broken apart, melt some milk chocolate, dark chocolate, or white chocolate and drizzle it generously over the top for an extra layer of decadence.
- Holiday Sprinkles: For festive occasions or themed parties, mix in some colorful sprinkles immediately after coating the popcorn, while the sauce is still warm and sticky.
- Candy Mix-ins: Consider adding mini chocolate chips, M&Ms, chopped candy bars, or other small candies to the mix for a fun, customizable, and even more indulgent treat.
- Spiced Caramel: For a subtle twist, add a pinch of cinnamon or a dash of pumpkin pie spice to the caramel mixture along with the vanilla extract.
- Gift Idea: Package cooled caramel marshmallow popcorn in decorative cellophane bags, jars, or tins tied with a ribbon for a thoughtful, homemade edible gift that everyone will appreciate.
Frequently Asked Questions (FAQ)
Q: Can I use microwave popcorn for this recipe?
A: It is highly recommended to use plain, air-popped, or stove-popped popcorn for the best results. If you absolutely must use microwave popcorn, ensure it is unbuttered and unsalted, as the added flavors and oils can clash with the delicate caramel marshmallow coating and affect the final texture.
Q: Why did my caramel become hard or brittle?
A: This usually happens if the caramel mixture was cooked for too long or to too high a temperature before adding the marshmallows, or if the marshmallows weren’t fully incorporated. The corn syrup in the recipe helps prevent crystallization, but precise cooking times are still important. Ensure you remove the saucepan from the heat promptly once the marshmallows are fully melted and the sauce is smooth.
Q: How can I prevent the popcorn from sticking to everything (including my hands)?
A: To minimize sticking, work quickly to mix the sauce and popcorn. You can also lightly butter your mixing bowl and spatulas or spoons before starting. If you need to handle the popcorn directly, lightly buttering your hands will help prevent the sticky coating from clinging to your fingers. Spreading the coated popcorn thinly on parchment paper or a silicone mat to cool also helps prevent a large sticky mass.
Q: Can I make this caramel marshmallow popcorn ahead of time?
A: Absolutely! One of the great advantages of this recipe is that it stores beautifully due to its wonderfully gooey texture. Keep it in an airtight container at room temperature for up to 3-4 days. It retains its delightful softness and chewiness, making it a perfect make-ahead snack for parties or meal prep.
Explore More Delicious Popcorn Creations
If you’ve fallen in love with gourmet popcorn and are eager to try more creative twists on this classic snack, here are more fantastic recipes to add to your repertoire. Each offers a unique flavor adventure, perfect for satisfying any craving:
- Baked Caramel Popcorn: A timeless, crunchy caramel corn that’s baked to golden perfection, offering a different textural experience.
- Red Hot Popcorn: For those who love a spicy-sweet kick, this unique popcorn is infused with the nostalgic warmth of cinnamon candy flavor.
- Chocolate Chip Cookie Popcorn: Indulge in the beloved flavors of your favorite chocolate chip cookie, transformed into a delightful and innovative popcorn treat.
- Peppermint Popcorn: A festive and refreshing option, especially popular during the holidays, combining cool peppermint with sweet popcorn.
- Peanut Butter, Chocolate, and Cashew Popcorn: A truly decadent combination of rich, savory peanut butter, luscious chocolate, and crunchy cashews for an irresistible snack.
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Caramel Marshmallow Popcorn
Pin Recipe
Ooey and gooey, this Caramel Marshmallow Popcorn is coated with a marshmallow and caramel mixture, making it addictive and delicious. It’s easy to make, and perfect for movie time or any time you need a snack to share.
Ingredients
- 12 cups popped popcorn
- 1 cup brown sugar
- 1/2 cup butter cut into pieces
- 2 tablespoons light corn syrup
- 3 cups mini marshmallows
- 1 teaspoon vanilla extract
Instructions
- Place the popcorn in a large bowl.
- In a large saucepan, combine the brown sugar, butter, and corn syrup. Cook until the butter is melted, stirring constantly.
- Once the butter is melted, add the marshmallows. Continue to cook and stir until the marshmallows are completely melted.
- Remove from the heat and stir in the vanilla extract.
- Pour the caramel marshmallow mixture over the popcorn and gently stir until the popcorn is coated.
Recipe Notes:
- I know both the popcorn and marshmallows are harder to measure because of their shape – the measurements don’t need to be perfect!
- If you are air popping your popcorn, you will need about 1/3 cup of popcorn kernels. But this will depend on the brand of popcorn, as well as your popper.
- Nutrition information provided as an estimate only. Various brands and products can change the counts. Any nutritional information should be used as a general guide.
Nutrition Information
Serving: 1 serving, Calories: 217kcal (11%), Carbohydrates: 36g (12%), Protein: 1g (2%), Fat: 8g (12%), Saturated Fat: 5g (31%), Polyunsaturated Fat: 0g, Monounsaturated Fat: 2g, Trans Fat: 0g, Cholesterol: 20mg (7%), Sodium: 15mg (1%), Potassium: 53mg (2%), Fiber: 1g (4%), Sugar: 25g (28%)
Keywords: caramel marshmallow popcorn, popcorn recipe
