Date: February 13, 2024
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Caramel-Marshmallow Popcorn

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This Caramel-Marshmallow Popcorn recipe is sweet, salty, and gooey! Perfect for potlucks and family get-togethers.

A bowl of corn and marshmallows coated with caramel.

This recipe is one of my favorites! The base recipe was given to me years ago, I make this when I am craving something salty, sweet, and gooey! Over the years, I have tweaked it to make it my own; this version is my favorite.

This recipe makes a lot so it is perfect for potlucks, family gatherings, or just because! Since M&M's makes every color under the sun now, it is fun to grab a bag if you are making this and there is a color theme for the event you are bringing it to.

A bowl of caramel popcorn sitting on a counter.

You will notice that the recipe calls for microwave popcorn, and if that is not your preference, you can use air-popped popcorn. I use either, it just depends on what I have on hand and what my timeframe looks like. Basically, you just want to be sure you have enough air-popped popcorn to equal 3 bags of microwave popcorn!

For this batch, I cut and wrapped the pieces individually, but you can also just put this in a bunt pan and let people cut their own slices like they were cutting a cake or form into popcorn balls. The preparation is similar to rice crispies, but with the caramel, it is more sticky and temperature hot, so be careful when you are mixing and pouring it! One thing is for sure, you will enjoy this recipe and have even more fun making it your own! Enjoy!

A box of caramel popcorn with candy.

How to Make Caramel-Marshmallow Popcorn

  1. Begin popping your bags of popcorn in the microwave. When they are finished pour the bags into a large bowl. Make sure to go through the popcorn and remove all the unpopped or partially popped corn., this step is important. No one wants to bite into one of those. I like sorting on my counter and then dumping it into a bowl.
  2. After the popcorn is sorted and in the bowl, place your saucepan on the stove and begin melting your butter.
  3. After the butter is melted, dump it in your caramel and begin mixing with the butter.
  4. After the caramel is melted, add in the marshmallows and mix well with the melted butter and caramel.
  5. Once the mixture is melted, remove the saucepan from the stove and pour the mixture over the popped popcorn.
  6. Stir the mixture a few times to begin incorporating the ingredients.
  7. Grab your bag of M&M's and sprinkle a few over the mixture. and stir again. Keep repeating this step until you are out of M&M's. Be careful not to add these candies too early, the mixture stays a little hot, so you don't want your candies to melt. After you pour in the first few and mix you will be able to tell if it is still too warm to add the rest.
  8. Once all the candies are mixed in, pour mix either into a pan or onto a cookie sheet. If you are pouring into a pan make sure you prepare the dish with a cooking spray so they easily come out.
  9. Enjoy!
A box of caramel popcorn with candy.

Caramel-Marshmallow Popcorn

These popcorn balls are sweet and salty, perfect for any gathering! I love to take this to potlucks, the mix of carmel and marshmallows makes this a crowd pleaser.
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Prep Time 20 minutes
Cook Time 5 minutes
Total Time 35 minutes
Course Appetizer, Dessert, sweet
Cuisine American
Servings 20 servings

Equipment

  • 1 Sauce pan
  • 1 Large mixing bowl
  • 1 Large sheet pan or bunt pan Depends how you want to shape the final result

Ingredients
  

  • 1 Stick Butter
  • 11 oz Carmel
  • 16 oz Marshmallows
  • 10 oz M&M's
  • 3 Bags Movie Theater Butter Microwave Popcorn

Instructions
 

  • Begin popping your bags of popcorn in the microwave. When they are finished pour the bags into a large bowl. Make sure to go through the popcorn and remove all the unpopped or patially popped corn., this step is important. No one wants to bite into one of those. I like sorting on my counter and then dumping into a bowl.
  • After popcorn is sorted and in the bowl, place your saucepan on the stove and begin melting your butter.
  • After the butter is melted, dump in your carmel and begin mixing with the butter.
  • After the caramel is melted, add in the marshmallows and mix well with the melted butter and caramel.
  • Once the mixture is melted, remove saucepan off the stove and pour mixture over the popped popcorn.
  • Stir the mixture a few times to begin incorporating the ingredients.
  • Grab your bag of M&M's and sprinkle a few over the mixture. and stir again. Keep repeating this step until you are out of M&M's. Be careful not to add these candies too early, the mixture stays a little hot, so you don't want your candies to melt. After you pour in the first few and mix you will be able to tell if it is still to warm to add the rest.
  • Once all the candies are mixed in, pour mix either into a pan or onto a cookie sheet. If you are pouring into a pan make sure you prepare the dish with a cooking spray so they easily come out.
  • Enjoy!

Video

@thelittleapplelife

Got another batch of these made just in time for Valentine's Day! Love the mix of Caramel and Mashmallow with the popcorn! #popcorn #marshmallows #caramel #food #sweet #valentinesday #tiktok #foodie #recipe #fun

♬ Dance You Outta My Head - Cat Janice

Notes

Other mix-ins you can add:
peanuts, cashews, pretzels, and dried fruit
The possibilities are pretty endless and that is part of what makes this recipe so fun.
On occasion, we even sprinkle a little Maldon Sea salt on top!
Keyword Butter, candy, carmal, dessert, marshmallow, popcorn, potluck, salty, sweet, treat
Tried this recipe?Let us know how it was!
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