Caramel Corn

Stores don't carry caramel corn this good. It's extra creamy and full of rich flavor.


10 minutes


1 hour


6 quarts




  • 6 quart unsalted popped popcorn (air-popped preferable)
  • 1½ cups whole almonds or roasted unsalted peanuts (optional)
  • 1 cup (2 sticks) Challenge Butter
  • 1 cup firmly packed brown sugar
  • ¼ cup light corn syrup
  • ½ teaspoon baking soda


  • 1

    Preheat oven to 250°F. Put popped popcorn (and nuts if desired) in a nonstick or buttered roasting pan or metal bowl; place in oven.

  • 2

    Microwave: Melt butter in 2-quart glass bowl in microwave (High 1-1½ minutes). Stir brown sugar and corn syrup into butter. Microwave High for 5 minutes -stopping the cooking to stir every 2 minutes. The mixture should be very bubbly (temperature 250-255°F). Note: For 650-750 Watt ovens, an additional minute or two of cooking time may be necessary; stir after each additional minute of cooking time. Stir baking soda into hot mixture.

  • 3

    Stove: Melt butter in heavy 2-quart sauce pan over medium heat; stir in sugar and corn syrup; bring mixture to a boil and then allow to boil 5 minutes without stirring.) Stir baking soda into hot mixture.

  • 4

    Drizzle over warmed popped popcorn and toss using 2 wooden spoons or heat resistant rubber spatulas to coat popcorn.

  • 5

    Bake coated popcorn for 45 minutes, stirring every 15 minutes. Remove from oven and allow to cool. Store in an airtight container.

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