Marshmallow caramel popcorn recipe

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This popcorn is one that is always requested by friends and family. It is super soft, sticky, delicious, and easy to make. The marshmallow mixture reminds me of my favorite Rice Krispies treats, but the brown sugar takes it to a whole new level! It travels well, making it a great dessert to take to a party.

  • Yield: 12 to 15 Servings(15 cups)
  • Preparation Time: 10 Minutes
  • Cooking Time: 10 Minutes
  • Total Time: 20 Minutes


  • 15 cups popped lightly salted popcorn (about 2 bags microwave popcorn)
  • 1 cup (2 sticks) unsalted butter
  • 8 cups mini marshmallows (about one 16-ounce bag)
  • ¾ cup packed light brown sugar
  • ½ teaspoon vanilla extract
  • ½ teaspoon table salt or fine sea salt
  • ½ cup candy-coated chocolate candies (optional)
  • ¼ to ½ cup semisweet chocolate chips (optional)
How to Make It
  1. Place a 24-inch piece of waxed paper on the counter. Put the popcorn in a large bowl and pick out any unpopped kernels. Set aside.
  2. In a large saucepan, melt the butter and marshmallows over medium-low heat. Once the butter has melted, stir in the brown sugar and cook for about 2 minutes, or until it has dissolved. Remove from the heat and stir in the vanilla and salt. Pour the marshmallow-caramel mixture over the popcorn and carefully stir (it will be hot!) until completely coated. Pour the popcorn out onto the waxed paper sheet and sprinkle with the chocolate candies, if desired.
  3. If desired, place the chocolate chips in a microwave-safe bowl and melt in the microwave for about 1 minute, or until smooth. Drizzle the chocolate over the popcorn with a spoon. Let cool to room temperature before serving.
  4. Store in an airtight container or zip-top bag at room temperature. It is best served fresh, or within 2 to 3 days.

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