Soft Caramel Corn

  • PrepTime: 5 Mins
  • CookTime: 15 Mins
  • TotalTime: 30 Mins


  1. 3 (3.5 ounce) packages microwave popcorn, popped
  2. 2 ¼ cups packed brown sugar
  3. 1 cup corn syrup
  4. 1 cup butter
  5. 1 (5 ounce) can sweetened condensed milk


  1. Place popcorn into a large bowl. Shake the bowl and toss gently until unpopped kernels sink to the bottom. Discard unpopped kernels.
  2. Combine brown sugar, corn syrup, and butter in a saucepan over medium-high heat. Cook, stirring constantly, until mixture reaches the soft-crack stage. To test, the temperature should be between 270 to 290 degrees F (132 to 143 degrees C) and a small amount of syrup dropped into cold water should form hard but pliable threads.
  3. Remove from the heat. Carefully pour condensed milk into the saucepan and stir until smooth.
  4. Pour 1/4 of the caramel at a time over popcorn, stirring well after each addition.
  5. Let cool for at least 10 minutes before serving.
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