Vanilla Caramel Corn
This Vanilla Caramel Corn is the most addicting snack you will ever eat. Popcorn is coated with a homemade caramel made from brown sugar, sweetened condensed milk, vanilla, and butter. It will disappear quickly and you’ll be making a second batch. It’s that good!!

I came across this wonderful recipe a few years back in a Taste of Home magazine. When I make this caramel corn and set it out at gatherings of any kind, it disappears in minutes. This recipe has a wonderful homemade vanilla-caramel coating, covering lightly salted popcorn…a perfect mix.
I think this caramel corn is an excellent treat to make for Halloween or Fall, but my friends beg me to make it all year long, so ya know… I guess it’s a good anytime treat! When you make this caramel corn, be careful….the big kids in your life will scoop it up and devour it before the little kids in your life get one little morsel.
Ingredients
- 1 box, (3 packs, 3.3 ounces each), butter flavored salted microwave popcorn (You’ll only need 2 1/2 bags of popped corn)
- 1/2 cup light corn syrup
- 1 1/3 cups light brown sugar, packed
- 2/3 cup sweetened condensed milk
- 1/2 cup (1 stick) real unsalted butter, cut into small pieces
- 1 teaspoon pure vanilla extract
Instructions
- Preheat oven to 250 degrees. Generously butter two large cookies sheets and set them aside.
- Pop the popcorn in a microwave according to package directions. Discard or set aside 1/2 of one of the bags of popcorn. Sift through it and remove any unpopped kernels. Divide the popped corn into two large bowls and set aside, while making the caramel.
- In a 2 quart pan, combine the brown sugar and corn syrup. Bring to a boil over medium heat while stirring constantly. Continue stirring and cook for three minutes. Slowly add in the milk, then the butter, while stirring constantly. Bring to a boil and remove from the heat. Blend in the vanilla.
- Pour the caramel equally over the two bowls of popped corn. Using a wooden spoon or spatula, mix the caramel and popped corn together until all of the popped corn is coated with caramel.
- Spread the caramel corn equally between the two buttered cookie sheets. Bake for 20 minutes and turn the caramel corn over one time with a spatula or pan cake-turner. Bake for an additional 20 minutes and remove from oven.
- Immediately scrape the caramel corn from the cookie sheets onto foil. Let caramel corn cool for about two minutes. Break into small pieces and store in an airtight container.




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Vanilla Caramel Corn
- Prep Time: 15
- Cook Time: 40
- Total Time: 55
- Yield: 15 servings 1x
- Category: Snacks/Candy
- Method: bake
- Cuisine: American
Description
This Vanilla Caramel Corn is the most addicting snack you will ever eat. Popcorn is coated with a homemade caramel made from brown sugar, sweetened condensed milk, vanilla, and butter. It will disappear quickly and you’ll be making a second batch. It’s that good!!
Ingredients
- 1 box, (3 packs, 3.3 ounces each), butter flavored salted microwave popcorn (You’ll only need 2 1/2 bags of popped corn)
- 1/2 cup light corn syrup*-see notes below
- 1 1/3 cups light brown sugar, packed
- 2/3 cup sweetened condensed milk
- 1/2 cup (1 stick) real unsalted butter, cut into small pieces
- 1 teaspoon pure vanilla extract
Instructions
- Preheat oven to 250 degrees. Generously butter two large cookies sheets and set them aside.
- Pop the popcorn in a microwave according to package directions. Discard or set aside 1/2 of one of the bags of popcorn. Sift through it and remove any unpopped kernels. Divide the popped corn into two large bowls and set aside, while making the caramel.
- In a 2 quart pan, combine the brown sugar and corn syrup. Bring to a boil over medium heat while stirring constantly. Continue stirring and cook for three minutes. Slowly add in the milk, then the butter, while stirring constantly. Bring to a boil and remove from the heat. Blend in the vanilla.
- Pour the caramel equally over the two bowls of popped corn. Using a wooden spoon or spatula, mix the caramel and popped corn together until all of the popped corn is coated with caramel.
- Spread the caramel corn equally between the two buttered cookie sheets. Bake for 20 minutes and turn the caramel corn over one time with a spatula or pan cake-turner. Bake for an additional 20 minutes and remove from oven.
- Immediately scrape the caramel corn from the cookie sheets onto foil. Let caramel corn cool for about two minutes. Break into small pieces and store in an airtight container.
- The caramel corn will stay fresh for up to 1 week.
Notes
- The original recipe calls for 3 bags of popped popcorn. However, I have found there’s not enough caramel to coat that much popcorn. Therefore, I changed the amount to 2 1/2 bags and it works perfect.
- *If you don’t have any corn syrup, here is a recipe for a corn syrup substitute.
Nutrition
- Serving Size: 12
Thank you!
I’ve made this for years but lost all of my cookbooks in last year’s hurricanes and didn’t worry bout it last year as I was unable to live in my home.
I Never thought to reduce the amount of popcorn in the recipe-good idea…and so glad I found you!
Hi Vicki, I’m so glad you found this recipe. I would hate losing all my cookbooks. Happy holidays!
This sounds delicious! Thank you for sharing your recipe. I’m going to make it this weekend. I was wondering though, can I use my own popped corn? I don’t like the taste of those microwaveable popcorn packets. They taste too artificial, to me. So do you think it will change the taste too drastically if I use my own popped corn?
Hi Rose, Yes, you certainly can. Please let me know how you like it. It’s very addicting. 🙂