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! I found this delicious popcorn recipe over at The Cupcake Theory and it was absolutely wonderful!

The verdict… we all LOVED it!

4.6 from 12 reviews
Caramel Marshmallow Popcorn
A fast, easy and delicious snack! Whips up in no time at all!
Recipe type: Snack
Cuisine: American
  • 1 package microwave popcorn, popped
  • ½ cup butter
  • 1 cup brown sugar
  • 2 Tbsp. light corn syrup or honey
  • ½ tsp. vanilla
  • 12 large marshmallows
  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

If you make this recipe, snap a photo and hashtag it #chefintraining and/or #chefintrainingblog. I would love to see how these recipes take shape in your kitchens.

Filed under: dessert, snack

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  1. Carla

    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!

  2. Bert in Rice, WA

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

    1. Diana

      I had to LOL at your comment! Serving size= 1 sounds about right!

  3. Kay-M

    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?

  4. Holly

    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.... :)

    1. Holly

      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?

    2. Chef in Training

      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!

    3. Regina

      The half cup of pop corn is the kernel's before they are popped

  5. sally @ sallys baking addiction

    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!

  6. Lori

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

  7. Alight

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

  8. Stephanie

    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.

  9. Idz

    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' ???

  10. Diana

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

    Thanks for sharing, have a good day!

  11. Sheryl @ Lady Behind The Curtain

    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---

  12. Sabrina

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

  13. Gabriella

    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.

  14. Kayla

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

    1. Chef in Training

      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!

    2. Mini Chef (14)

      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)

    3. Debi

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

  15. Andrea Bedker

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

  16. shannon

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

    1. shannon

      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.

  17. Heather

    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.

  18. Vicky

    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!

    1. Robin

      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?

  19. Jorie

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

  20. Hayley

    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

  21. Hope

    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.

  22. Jordan

    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?

    1. Danielle

      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!

  23. Laurie

    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... :)

  24. Monica

    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!

  25. Holli

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

  26. Stephanie @ Macaroni and Cheesecake

    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!

    1. Stepanie


      Ohhhhh....a perfect topping for rice Krispie treats! I normally just melt chocolate chips and peanut butter and spread that over my rice Krispie treats, but this would be such a great topping too!

  27. Brooke

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

  28. Pamela Brock

    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.

  29. bobbie baker

    sticky, yummy goodness!

  30. Shayla

    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!!

  31. Jackie

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

  32. MomInKY

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

  33. Mary Ellen

    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?

  34. Joanne

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

  35. Megan

    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!

  36. Michaelle

    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 :)

  37. Classy Canuck

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

  38. Stephanie

    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!

  39. Jennifer

    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.

  40. Jessica

    This looks absolutely delicious! It was featured here:

  41. Regena Liski

    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!

  42. Jackie

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

  43. Addismommy

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

  44. Addismommy

    But really yummy. Thanks for sharing

  45. Jasmine Ward

    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. :)

  46. Mary

    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!

  47. Charsise

    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!!!!!

  48. B. Lovely Events

    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!

  49. David

    I ran across this today while looking for something to 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 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.

  50. Camille

    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?

  51. DevanBee

    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!

  52. Brandyn

    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:

    1. Brandyn

      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;

  53. Debi

    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!

  54. Mckayla

    this looks yummy im going to try this

  55. Heather H.

    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!

  56. heather oda

    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

  57. JustPoppin Buck

    I just came across this. It looks like a supremely ooey, gooey, yummy recipe. I'm looking forward to trying it.

    Though I was bummed to see bagged microwave popcorn as an ingredient instead of fresh kernels that you pop yourself on the stove top (or in a microwave popcorn popper). The bagged stuff is SO unhealthy! Please consider recommending kernels next time :-) And whenever making a candy coated recipe like this, think about using Mushroom Popcorn kernels instead of regular butterfly kernels. You'd be amazed at the difference in the end result!

    1. Erica

      I was thinking the same thing. How much popcorn would one use instead of "1 or 2 bags" 3-4 cups?? I just I could just make a big batch and play with it.

  58. Pam


    We used a similar recipe for popcorn balls when I was a kid (NOT going to say how long ago that was!) Thanks for posting. I've been trying to remember what we used to use. This was pretty darn close! :-)

  59. Kristel Petty

    An you use marshmallows creme instead of marshmallows? I

    1. Debbie In Naples, FL

      I was wondering the same thing. Can you use Marshmallow Fluff, instead of 12 large marshmallows and if so, how much would you use?
      I had EVERYTHING in my pantry and for the first time in my life... I did not have butter. Only margarine, which I never eat. (it was given to me) I wanted to make this sooo bad, but at 11:45 pm I can't run to the grocery store. It was closed already!!!! Oh well, I'll make it tomorrow, Sunday for Football and Nascar Race!!!!!

  60. Heather W.

    So making this! Wondering if anyone has used honey instead of corn syrup? Saw one comment that used honey but wasn't clear if corn syrup wasn't used too?! Don't have issues with corn syrup....just don't have any! Thanks so much for ALL shared recipes and suggestions. LOOKS GREAT!

  61. Stephanie


    I opted to use the Honey instead of Corn Syrup (GMO's and all) and I also used air popped popcorn instead of microwave stuff (chemicals). It was delicious with that hint of honey flavor. Gotta figure out how to make it so it gets hard and can be separated though, it's just to soft and sticky now since storing in a covered bowl.

    1. Sandy

      It isn't supposed to get hard enough to be separated. Its meant to be sticky. Thats the premise of this recipe.

  62. Diane Kuit

    I too, am a popcorn 'fanatic'. I enjoy it any time of day. I never attend a movie with out a large bucket of popcorn on my lap. This recipe sounds scrumptious! I prefer popping my own corn, so I am going to try it with the stovetop popcorn. I am sure it will be just fine and dandy. Hey, it's popcorn, is it not!!?

  63. Danielle

    I'm assuming after step 5 this goes in the fridge to set???

    1. Sandy

      Its not meant to actually be set... It is a goody kind of caramel corn... will remain sticky... and its delicious!

  64. Maria

    recommendations with hardening and stickiness .
    Does it help to spread on cookie sheet.?

    1. Kathy Forester

      Mine was sticky because I put too many marshmallows in it so I spread on a cookie sheet. I then pulled it into smaller pieces. It came out a bit like rice krispie treats but it was delicious.

    2. Sandy

      Everyone... This isn't supposed to be a hard kind of Caramel corn! The recipe is designed so it retains it's stickiness.

    3. Sandy

      Not supposed to be hard... recipe is designed to retain the stickiness... That is just the way it is. It won't be hard like a baked caramel corn

  65. Kathy Forester


    This stuff is amazing!! Took it to a party and it was a total hit!!! Very easy to make as well :)

  66. Bre-Anne

    Do you have to use corn syrup or is there a subistute?

  67. Heather H


    Beyond delicious!! Can't stay out of it! Thanks for sharing!

  68. Helen Davis

    what kind of popcorn? Plain?

    1. Chef in Training

      yes plain :)

  69. Suzanne


    Have made this a few times now and we love it. Popcorn is my husband's favorite, he requests this frequently as a snack. Thanks.

  70. georgia brown


    Love this popcorn recipe, and so does my extended family. Thank you.

  71. Peta Townsend


    Hi, Could the ingredients be melted in the microwave, if so for how long.

  72. Judy

    With all the sugar in this popcorn recipe did. You have to peal your siblings off the ceiling after the rush?

  73. Christi

    Do you know how many mini marshmallows to use in place of the 12 large? Even how many ounces?
    This looks delicious, can't wait to make it.

  74. Kaylin


    SO GOOD. My family loved it and kept sneaking over to get another bite :) I defiantly recommend this for a quick yummy gift or for an occasion.

  75. Karen


    This is really delicious. Definitely take the time to pick out the unpopped kernels.

  76. Karren Kuzyk

    I don't use microwave popcorn. Nothing beat on the stove popcorn the old fashion way. This should still work right? I love popcorn. I usually make a big pot and i love putting Nutritional yeast on it. Sooooo Yummy.

  77. Sandy Sorola


    I have been making this treat for 20+ years... all I use is 1/2 cup butter, 1/2 cup brown sugar and 10 large marshmallows. I have never added syrup or honey... its not really needed... mix all together in a pan and stir until marshmallows are melted... adding syrup or honey just adds more sweetness that isn't needed... Plus I feel honey would drastically change the taste...

  78. Luna


    Too much sugar and butter! It's enough to use half a stick of butter and 1/4 cup of sugar. It still covers an entire bowl of popcorn.
    Other than that, this is my favorite sweet popcorn recipe!

  79. chris Bridges

    I make popcorn balls every fall. My go to recipe is 20 large marshmallows, 1 stick butter and 1 cup of light brown sugar. Melt and pour over salted corn. I use a large roaster to put it in and only use white popcorn. This makes enough for around 20 balls, depending how large you make them. Butter your hands so they will not stick. They do not get hard. I also put them in individual sandwich baggies.