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Vanilla Caramel Corn

This recipe gives a sweet and tasty twist to microwave popcorn. When I first tried it at a party, I couldn't stop eating it!—Janel Andrews, Jerome, Idaho
  • Total Time
    Prep: 30 min. Bake: 40 min. + cooling
  • Makes
    7 quarts


  • 3 packages (3.3 ounces each) butter-flavored microwave popcorn
  • 1-1/3 cups packed brown sugar
  • 1/2 cup light corn syrup
  • 2/3 cup sweetened condensed milk
  • 1/2 cup butter, cubed
  • 1 teaspoon vanilla extract


  • Pop popcorn according to manufacturer's directions. Transfer to two very large bowls; discard any unpopped kernels.
  • In a large heavy saucepan, combine brown sugar and corn syrup. Bring to a boil over medium heat; cook and stir for 3 minutes. Carefully stir in milk and butter; return to a boil.
  • Remove from the heat; stir in vanilla. Pour over popcorn and toss to coat. Spread in a single layer on greased 15x10x1-in. baking pans.
  • Bake at 250° for 40 minutes, stirring once. Remove from pans and place on waxed paper to cool. Break into clusters. Store in airtight containers.
Nutrition Facts
1 cup: 159 calories, 7g fat (3g saturated fat), 11mg cholesterol, 132mg sodium, 23g carbohydrate (16g sugars, 1g fiber), 1g protein.

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  • carmenaagard
    Jun 17, 2013

    No comment left

  • anistynsattic
    Nov 5, 2012

    I LOVE this easy recipe and make it every Halloween! Sometimes I stir in candy corn at the end of baking for a different treat.

  • ellimaye1
    Oct 20, 2012

    Super yummy and so easy to make. I usually have all of the ingredients in the pantry. I made it for work and not a single piece was left.

  • Epianfetti
    Sep 16, 2010

    This turned out amazing! My whole family loved it!