There's something so comforting about the sweet crunch of caramel corn. But take that classic treat, add in melty marshmallows, a buttery caramel coating, and you’ve got a snack that’s downright irresistible. This Marshmallow Caramel Corn is gooey, soft, chewy, and melts in your mouth — no candy thermometer needed!
Perfect for every occasion from movie nights to holiday gifting, this sweet treat is always a crowd-pleaser. It’s easy enough for kids to help with, delicious enough to impress guests, and quick enough to whip up on a whim. Trust me — once you make this version, you may never go back to the crunchy stuff!
Why You’ll Absolutely Love This Recipe
- Quick & Easy – From start to finish, this recipe takes just 15 minutes! No baking. No complicated steps.
- Kid-Friendly & Party-Perfect – Kids LOVE this stuff, and it’s ideal for birthday parties, class treats, or popcorn buffets.
- Soft, Chewy Texture – Unlike traditional caramel corn, this version is gooey, pillowy, and gently sticky — kind of like popcorn meets marshmallow Rice Krispie treats.
- Customizable – Want to jazz it up? Add chocolate drizzle, sprinkles, candy pieces, chopped nuts, or a dash of cinnamon.
- Make-Ahead Friendly – It stores well and can even be shaped into cute popcorn balls or packaged for gifts.
Ingredients You’ll Need
Here’s everything you’ll need to make this delicious marshmallow caramel popcorn:
- 10 cups popped popcorn – Plain or lightly salted, with all unpopped kernels removed.
- ½ cup (1 stick) unsalted butter – For that rich, indulgent flavor base.
- ½ cup brown sugar, packed – Light or dark works; dark will give you a deeper caramel flavor.
- ¼ cup light corn syrup – Helps keep the caramel smooth and soft.
- ½ teaspoon vanilla extract – Adds warmth and aroma.
- ¼ teaspoon salt – Balances the sweetness perfectly.
- 1½ cups mini marshmallows – These melt into the caramel for that gooey magic!
Step-by-Step Instructions
Step 1: Prepare the Popcorn
Start by popping your popcorn using your preferred method. You’ll need about 10 cups. Place the popped corn in a very large bowl (the bigger, the better for mixing) and remove any unpopped kernels to avoid unwanted crunch.
Tip: An air popper or stovetop method works best so the popcorn stays crisp and free from excess oils or flavorings.
Step 2: Make the Caramel Base
In a medium saucepan over medium heat, melt the butter completely. Once melted, stir in the brown sugar, corn syrup, and salt.
Continue stirring until the mixture is smooth and begins to bubble gently. Lower the heat slightly and stir continuously for 3–4 minutes, allowing the mixture to thicken and deepen in flavor.
Step 3: Add Vanilla and Marshmallows
Remove the pan from the heat. Stir in the vanilla extract, then immediately add the marshmallows. Stir until they’re completely melted and the mixture is silky smooth and glossy. This is your gooey caramel!
Tip: Work quickly, as the mixture will start to set as it cools.
Step 4: Coat the Popcorn
Pour the caramel mixture evenly over the popcorn. Using a spatula or wooden spoon, gently fold the popcorn to coat every kernel. It helps to work in sections and turn the bowl as you go.
Important: This step is easiest while the caramel is still warm and fluid. Don’t wait too long!
Step 5: Let It Set and Enjoy!
Allow the marshmallow caramel corn to cool slightly before serving. You can enjoy it warm and gooey or let it cool completely for a slightly firmer chew.
If you want to make popcorn balls, lightly butter your hands and shape the warm caramel corn into balls before it sets. Let them cool on a parchment-lined tray.
Tips for Success
- Use fresh popcorn – Stale popcorn will get soggy under the caramel. Freshly popped is best!
- Don’t overcook the caramel – Once it starts bubbling, stir and reduce the heat. Overcooking can make it too thick or sticky.
- Work fast – Marshmallow caramel sets quickly, so have your popcorn ready and mix fast.
- Butter your tools – A buttered spatula makes mixing easier and prevents sticking.
- Add a salty crunch – Sprinkle a little sea salt on top for that sweet and salty finish.
- Make it festive – Add colorful sprinkles, crushed peppermint, candy corn, or chopped pecans depending on the season.
Flavor Variations to Try
- Chocolate Drizzle – Melt white or dark chocolate and drizzle over the cooled caramel corn for a decadent twist.
- S’mores Popcorn – Add mini chocolate chips and crushed graham crackers after mixing.
- Cinnamon Toast Crunch – Stir in a teaspoon of cinnamon into the caramel mixture and sprinkle with cinnamon sugar.
- Trail Mix Style – Add raisins, pretzels, peanuts, or M&Ms once the popcorn is coated and partially cooled.
Storage & Make-Ahead Tips
How to Store Marshmallow Caramel Corn:
- Once cooled completely, store the caramel corn in an airtight container at room temperature.
- It stays soft and fresh for up to 3 days.
- For best texture, avoid refrigerating — it can make the popcorn chewy in a not-so-good way.
Can You Freeze It?
Freezing is not recommended for this recipe, as the popcorn can lose its texture once thawed.
Frequently Asked Questions
1. Can I use microwave popcorn?
Yes, but choose plain or lightly salted varieties. Avoid heavily buttered or flavored versions, as they can overpower the caramel.
2. What if I only have large marshmallows?
No problem! Just chop them up a bit and let them melt longer. Mini marshmallows melt faster, but both work great.
3. Is light corn syrup necessary?
Yes — it keeps the caramel smooth and prevents it from crystallizing. You can try golden syrup or honey, but it may slightly change the flavor and consistency.
4. Can I use salted butter instead of unsalted?
Yes, but reduce the added salt in the recipe to ⅛ teaspoon or omit it altogether.
5. Can I make this ahead for parties or gifts?
Absolutely! Once cooled, divide the caramel corn into cellophane bags or jars and tie with ribbon for a sweet homemade gift.
Perfect For…
- Family Movie Nights
- School Parties & Bake Sales
- Fall Festivals & Holiday Treats
- Gift Baskets & Party Favors
- Afternoon Snacks & Playdates
- Just because you’re craving something sweet
Final Thoughts
If you’re looking for a quick, easy, and completely addictive treat, this Marshmallow Caramel Corn has you covered. It takes the comfort of popcorn and transforms it into something magical with buttery, marshmallowy caramel in every single bite.
It’s the kind of snack that makes people go “Wow — what is this?!” and then reach for a second (and third) handful. So simple. So satisfying. So perfect.
Try it once and it might just become your go-to treat for every occasion.
