Caramel Marshmallow Popcorn

Who doesn’t love popcorn?!  I mean really!…  It is such a delicious and addicting snack food!  My family LOVES popcorn.  I am going to let you in on a little secret.  Popcorn is one of my husbands go to snacks.  He will pop some up and then alternate different seasonings we have in our home.  We love the stuff!

My hubby went on a business trip to France recently, and so I went and crashed with my parents for a couple days.  There is a 14 year gap difference between me and my younger siblings so 2 of them are still in grade school and depend on after-school-snacks for their sanity! (okay, not really their sanity… but there is nothing like coming home after a busy long day to a yummy little treat waiting for you.)  Anyway, my mom went out with her sister for the day and wouldn’t be back in time for them to come home… so I took the liberty of pulling together a yummy, fast, and tasty snack!

The verdict… we all LOVED it!

Caramel Marshmallow Popcorn


By Chef in Training May 31, 2012

A fast, easy and delicious snack! Whips up in no time at all!


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  1. Pop popcorn until done, remove any unpopped kernels.
  2. Melt butter in a medium saucepan over low heat.
  3. Add brown sugar, corn syrup, vanilla and marshmallows.
  4. Turn heat to medium and stir until marshmallows are melted and mixture is smooth.
  5. Pour over popcorn and stir in until popcorn is evenly coated.
  6. Store in an airtight container.


recipe from: The Cupcake Theory

Leave a Comment



  1. 1

    Whew, that popcorn looks soooo good! I love how gooey it looks, melted marshmallows are always a hit. I pinned this recipe!

  2. 2

    Thanks Nikki! This picture has me drooling! This is exactly what I want when I sit down this afternoon with an exciting book! Love your blog!

  3. 3
    Bert in Rice, WA says:

    Storage instructions. You crack me up. You also left this out: Serving size = 1.

  4. 4

    This looks so yummy!

  5. 5

    I agree – this looks so good – but doesn’t it have to be baked in the oven like other ‘covered’ popcorn? Does it get hard enough to not be sticky?

  6. 6

    Did you really mean 1/2 cup of popcorn with all the rest of the ingredients? It seems like such a small amount to go with 1/2 cup butter and 12 marshmallows…. :)

    • 7

      I am a nerd – I didn’t realize you said UNpopped popcorn – oops! Sorry – have you ever used microwave popcorn and if so, do you know if it is a bag or 1/2 bag?

      • 8
        Chef in Training says:

        haha its okay! I overlook things like that all the time. But yes was UNpopped Popcorn :) I updated it to a bag. If you make it, let me know how it turns out for you!

  7. 9

    Nikki, this popcorn looks insanely delicious + addicting. I don’t think I’d be able to stop eating it! I love caramel corn as is but adding marshmallows just takes it to a whole other level. LOVE!

  8. 10

    Just saw this on pinterest and made it as a late night snack… It tastes like Disneyland! Genius. Thanks for the easy, yummy recipe!

  9. 11

    That looks crazy delicious. We’re definitely going to make that this summer :)

  10. 12

    I think this would be a great dipping sauce for fruit!!!

  11. 13

    Omg we made this tonight and we ate ourselves sick. It’s awesome but very hard to put down. I’m going to make a bunch for my next family party and hopefully it will be a hit with everyone.

  12. 14

    chef in training – Wow! It is easy and delicious. Normally, I don’t look at a recipe and feel the instinct to make
    it right away. However, I did with this one. Simple, sinful, and delicious! My grands will all love it!
    Are you sure you’re just a ‘chef in training’ ???

  13. 15

    yum, I love to add ins to my popcorn, I’ll try it for sure.

    Thanks for sharing, have a good day!

  14. 16

    WOW that looks yummy! Please come over to Cast Party Wednesday and share it with us. Thanks, I hope to see you there! —Sheryl @ Lady Behind The Curtain—

  15. 17
    Sabrina says:

    Made this snack today for our Rainy Movie Day. So delicious! Thanks for sharing!

  16. 18

    Tried this and mine looks almost exactly like yours. BUT when it gets colder, it got sticky and very hard. And the caramel also stuck to my teeth. Very yummy, nonetheless.

  17. 19

    Does it matter what kind of popcorn is used? I have “movie theatre butter” popcorn? Is that too much butter for this recipe?

    • 20
      Chef in Training says:

      I used and would recommend just plain popcorn. The ooey gooey flavor is amazing as is and the butter flavor might make it taste a little off or a little too buttery. But if you do, let me know how it tastes for you!

      • 21
        Mini Chef (14) says:

        THANKS! My Dad is finnishing his school today, he ADORES carmel-corn, and we thought we would surprise him… THANK YOU SOOO MUCH! I look forward to more recipes from your blog! Mini Chef (14)

      • 22

        Is there such thing? too buttery?? is that even possible??? :)

  18. 23
    Andrea Bedker says:

    So goooooooooooooooood! The kiddos loved it. Thanks for sharing!

  19. 24
    shannon says:

    OH MY GOSH!!! This was SOOO good. Thanks for sharing

    • 25
      shannon says:

      Also I used butter popcorn and the corn syrup option. I can’t taste the butter on the popcorn. Taste like popcorn rolled in a mary jane.

  20. 26

    My only comment/suggestion would be to lightly spray the bowl you’re going to use with Pam. Despite being delicious, it stuck hard to the bottom of my bowl.

  21. 27

    This is absolutely wonderful!!! I love the flavor – but think next time I may try 2 bags of popcorn and spread the calories a little further around! YUM!

    • 28

      I stopped on the way home from work today and bought the ingredients to make this. Its really tasty but gooey. I think like Vicky I will use 2 bags of popcorn next time. Im wondering if you use less butter it will be less sticky?

  22. 29

    This recipe is so easy and it tastes AMAZING! One bite and you’re addicted! Love it!

  23. 30

    I just made this for my family, but I added toasted coconut and it tastes AMAZING! Thank you for the WONDERFUL recipe… and my girls would thank you too, but their mouths are full! :D

  24. 31

    Pretty good. Made this with 2 bags microwave popcorn. One was light butter , the other heavy butter. I’ve made this without the corn syrup and it was stickier I’m glad I found this recipe. Much better. I could still cut the brown sugar to 3/4 C instead. Very very sweet.

  25. 32

    This was absolutely delicious and sinful! I do not get addicted to sweets much, but this was something that I just couldn’t put down. The only problem I had… was when the mixture cooled it got really hard. I mean really hard that it was like a battle to pull apart. I thought maybe the next time I make them into popcorn balls or clusters to solve the problem, but I am not sure why this is happening when it seems like no one else is having this issue. Ideas?

    • 33
      Danielle says:

      I took your advice, and other’s comments about it becoming super hard, and made them into popcorn balls, and they turned out great. I think the reason why nobody else seems to be having this problem, is because a lot of people made it, and served it right away. I was making it for a meeting later that day, so I found your idea to be a perfect solution. Thank yoU!

  26. 34

    This recipe is so easy and delishish! I pop my popcorn in a pan on the stove and add slated nuts! Thanks for sharing this receip, our family loves it. Reminds my husband of the popcorn balls his Mom would make… :)

  27. 35

    I made this today as a fun snack for my kids… They are in love! It was good! It is very hard once it dries but it was fine. I made one bag of popcorn and halved the recipe for the topping. It might be good with some cinnamon thrown in there. I will have to try that!

  28. 36

    Made this popcorn for my boys today and it is soooo yummy! Thanks for sharing this recipe!

  29. 37

    Just made this this morning and I love it! Such a great snack and I love the creaminess the marshmallow adds. It’s sticky and gooey and so much fun to eat! I think it would be great to form into balls for a party favor, or to use the topping over rice krispies too!

  30. 38

    I tried this recipe and I browned my butter and used dark brown sugar…oh my gracious!!!!! mmmmmmmmmmmmmmm :)~

  31. 39
    Pamela Brock says:

    Hi, your popcorn recipe looks great, might give it a try, Have you ever used like a red jello to make popcorn balls? Well I have one that is really yummy to. I guess you could use any color you would like, I make them red #1 because I like the cherry flavor, plus I make them mostly around christmas time. If you would like to know how to make them, just ask, And I will give you the recipe. It’s kind just in my head. Thanks for your recipe. Pamela.

  32. 40
    bobbie baker says:

    sticky, yummy goodness!

  33. 41

    I made this as a late night snack and it was great, but I would change a couple of things for the next time around. I would DEFINITELY use 2 bags of popcorn, instead of one. and I would probably cut back on the butter and sugar just a little bit. But overall it was yummy!!

  34. 42

    This looks great! Does it dry hard or stay sticky? Thanks

  35. 43

    My 11 year old son and I made this tonight. It was so yummy!! Thanks for sharing!

  36. 44

    Normal caramel corn is baked at low temps for about an hour to get crispy and not stick in a ball. Could you do that here, or the addition of marshmallows make that not possible?

  37. 45

    Very easy and great taste. May make it for Christmas gifts. Thanks for sharing

  38. 46

    Saw this recepie on Pinterest. It’s the best popcorn I’ve ever had! My whole family loves it! It’s super easy to make too, can’t wait to try the Oreo one!

  39. 47

    just made this tonight! so easy had everything in the cabinet-turned out super yummy! can’t wait to try home of your other recipies :)

  40. 48
    Classy Canuck says:

    Thanks for this recipe. It is both easy and delicious. To make it even easier, I made the sauce in the microwave.

  41. 49

    Ok! So I never leave a comment on these pages and I just have to tell you I LOVE THIS RECIPE! We made it for my sister n laws baby shower but drizzled chocolate on it and it was a HIT! Thanks for sharing it!

  42. 50

    This recipe was delicious! The only thing I did differently was spread it out on a cookie sheet and sprinkle a little salt over it. The salt made the flavors really pop and spreading it out helped cut down on the sticking problem.

  43. 51

    This looks absolutely delicious! It was featured here:

  44. 52
    Regena Liski says:

    O. my. gosh. This is soooo good. Made tonight instead of the usual poppycock I make @ Christmas. I added mixed nuts as well.. Super gooey & delicious!! Thank you for posting this recipe!

  45. 53

    Made this tonight with my 5yr old. We are adding it to our Christmas tradition goodies list :). Thanks for sharing it with us :)

  46. 54
    Addismommy says:

    I tried the recipe this way but it became hard to fast, so instead of marshmallows, I tried condensed milk.

  47. 55
    Addismommy says:

    But really yummy. Thanks for sharing

  48. 56

    We made this and it was sooooo good. But my topping was more of a brown color (like caramel) and not light like yours. Not sure why. I’m making this for Christmas gifts, can’t wait. :)

  49. 57

    So good! I have made this twice now! Simple and easy! I used 2 bags of popcorn and spread it out on a cookie, then drizzled the mixture over the popcorn. Flipped the popcorn over a few times to coat it and so good!!!! Take some plastic cellophane bags from the dollar store and voila!… an easy Christmas gift for all those co-workers!

  50. 58

    I made this last night after seeing it on Pinterest for a while and OH MY GOODNESS!!! That was some mind-blowing delicious snack food!!!!!

  51. 59

    This is some serious eye candy! It looks like it just melts in your mouth. I love it! It is great for an Oscar party so I had to blog about it!

  52. 60

    I ran across this today while looking for something to do…so I did it. I did make a few changes for my personal tastes. I only used 3/4 of a cup of brown sugar and more popcorn. I also added some sliced almonds and a 1/2 teaspoon of Cheyenne Pepper. I like a little heat with my sweets sometimes. Turned out rather nice…so I made them into balls for ease of handling and storage. For those who might not know, these will be gooey in nature. The sugars are not cook to a high enough degree to let it stay hard when finished . But all in all…very happy with the receipt.

  53. 61

    THANK YOU! I made this as a late night snack one night while home alone. Big mistake. I managed to save a few morsels to share with the family the next day (I really mean few), they all loved it and couldn’t stop eating it either. I later made another batch to share with co-workers, who all asked for the recipe. This popcorn is the best! I’m ready to make some right now, but I that would be a terrible thing to do to myself…wouldn’t it?

  54. 62
    DevanBee says:

    OMG! My son and I made this, I threw in a hanfull of cashews and sprinkled it lightly with some sea salt. It is so yummy and it was quick and easy! Thanks for sharing this!

  55. 63
    Brandyn says:

    All I have @ home right now are those funny FLAT marshmallows … would you recommend perhaps 1/2 again what the recipe calls for??? THANKS! (0:

    • 64
      Brandyn says:

      FORGET THE QUESTION ~ (0: I just finished it … used WildSmokyMtHoney & added maybe 3 extra marshmallows … OhMyStars … YUMMY!!! It may NOT make it to the party this afternoon! (0;

  56. 65

    Wow, when I was a kid we used to make popcorn balls with melted butter and melted marshmallows poured over popcorn and then sometimes we would forget making the balls and just have a big pan of marshmallow popcorn. I love caramel so I can’t wait to try this version! Thanks for bringing back the memories!

  57. 66

    this looks yummy im going to try this

  58. 67
    Heather H. says:

    I tried this last night with a group of friends. It turned out yummy! I used 1 bag of popcorn & halved the caramel mixture. It does harden up pretty quick & stick to the bowl some, but it was great!

  59. 68
    heather oda says:

    i just want to say i made this not too long ago i want fast snack so i try this and it was yummy try keep my paw off this it was soo good