Introduction
Craving a sweet, sticky snack that’s perfect for movie nights or party bowls? What if you could transform plain popcorn into a gooey, caramel-marshmallow masterpiece in just 20 minutes? Say hello to Marshmallow Caramel Corn! This delightful treat combines fluffy popcorn with a rich, buttery caramel-marshmallow coating for an irresistible crunch. Perfect for game days, holiday gatherings, or a fun family snack, it’s a beginner-friendly recipe that delivers maximum flavor with minimal effort. Ready to create some sweet, sticky magic? Let’s grab a saucepan and get popping!
Overview
Marshmallow Caramel Corn is a sweet snack made by coating popped popcorn with a melted mixture of butter, brown sugar, corn syrup, marshmallows, and vanilla, then cooling it on a baking sheet. What makes it special? The combination of caramel’s deep sweetness and marshmallows’ gooey texture creates a chewy, crunchy treat that’s addictive. This easy recipe takes about 20 minutes (10 minutes prep, 10 minutes cooking, plus cooling) and yields 8 cups, serving 8–10 as a snack, ideal for sharing.
- Time Requirement: 20 minutes (10 minutes prep, 10 minutes cooking, plus cooling)
- Difficulty Level: Easy (perfect for beginners)
- Servings: 8–10 (1-cup servings)
Essential Ingredients
The magic of Marshmallow Caramel Corn lies in its simple, indulgent ingredients. Here’s what you’ll need and why each one matters:
For the Caramel Corn
- Popped Popcorn (8 cups): The light, crunchy base that carries the sweet coating.
- Unsalted Butter (½ cup): Adds richness and forms the base of the caramel sauce.
- Brown Sugar (1 cup, packed): Provides deep, molasses-like sweetness for the caramel flavor.
- Light Corn Syrup (2 tbsp): Ensures a smooth, glossy coating that prevents crystallization.
- Large Marshmallows (10 oz bag, about 35): Create a gooey, chewy texture and extra sweetness.
- Vanilla Extract (1 tsp): Enhances the flavor with a warm, aromatic note.
Substitutions and Variations
- Popcorn: Use microwave, stovetop, or pre-popped popcorn; ensure it’s plain or lightly salted to avoid overpowering the sweetness.
- Butter: Swap with vegan butter or margarine for a dairy-free version; salted butter works but may slightly alter the flavor.
- Brown Sugar: Use dark brown sugar for a stronger molasses flavor or reduce to ¾ cup for a less sweet coating.
- Corn Syrup: Substitute with honey or agave nectar for a natural option, noting a slight flavor change; avoid omitting, as it affects texture.
- Marshmallows: Use mini marshmallows (4 cups) for faster melting; vegan marshmallows work for a dairy-free version.
- Vanilla Extract: Replace with almond extract or omit if unavailable.
- Add-Ins: Mix in ½ cup chopped nuts (peanuts, pecans), pretzels, or chocolate chips (after cooling slightly) for extra texture.
- Vegan Option: Use vegan butter, vegan marshmallows, and agave nectar instead of corn syrup; ensure popcorn is vegan-friendly.
- Gluten-Free: All ingredients are naturally gluten-free; confirm with product labels for cross-contamination.

Step-by-Step Instructions
Making Marshmallow Caramel Corn is quick and fun with a simple stovetop process. Follow these instructions for a perfect batch every time:
- Prepare the Popcorn and Baking Sheet:
- Place 8 cups popped popcorn in a large mixing bowl, removing any unpopped kernels to avoid hard bites.
- Line a rimmed baking sheet (e.g., 13×9-inch) with aluminum foil and lightly spray with non-stick cooking spray to prevent sticking.
- Tip: Use a bowl large enough for easy mixing, and spread popcorn evenly to ensure thorough coating.
- Melt the Butter:
- In a large saucepan, melt ½ cup unsalted butter over medium heat until fully liquid and shimmering, about 1–2 minutes.
- Tip: Use a heavy-bottomed saucepan to prevent burning, and stir occasionally to melt evenly.
- Make the Caramel Base:
- Add 1 cup packed brown sugar and 2 tbsp light corn syrup to the melted butter, stirring to combine.
- Cook over medium heat, stirring constantly, until the mixture is blended and bubbly, about 2–3 minutes.
- Tip: Stir continuously to prevent scorching, and ensure the sugar fully dissolves for a smooth sauce.
- Add Marshmallows and Vanilla:
- Reduce the heat to medium-low and add the 10 oz bag of large marshmallows (about 35).
- Stir constantly until the marshmallows melt completely into a gooey, uniform mixture, about 3–4 minutes.
- Remove from heat and stir in 1 tsp vanilla extract for added flavor.
- Tip: Stir gently to avoid splashing, and work quickly as the mixture thickens as it cools.
- Coat the Popcorn:
- Pour the hot marshmallow-caramel mixture over the popcorn in the mixing bowl.
- Stir immediately with a spatula or wooden spoon, tossing to coat the popcorn evenly, about 1–2 minutes.
- Tip: Move fast to coat before the mixture sets, and use a folding motion to cover all pieces without crushing the popcorn.
- Spread and Cool:
- Spread the coated popcorn evenly onto the prepared baking sheet, using a spatula to create a thin layer.
- Let cool completely at room temperature, about 20–30 minutes, until the coating hardens and the popcorn is no longer sticky.
- Tip: Break apart any large clumps while spreading for bite-sized pieces, and cool in a dry area to maintain crunch.
- Serve and Store:
- Break the cooled popcorn into smaller clusters if needed and transfer to a serving bowl or individual bags.
- Serve as a sweet snack, party treat, or dessert topping, optionally with extra mix-ins like nuts or chocolate drizzle.
- Store leftovers in an airtight container at room temperature for up to 5 days.
- Tip: Serve immediately for maximum crunch, and avoid humid environments to prevent stickiness.

Assembly
Making Marshmallow Caramel Corn is all about transforming fluffy popcorn into a sweet, sticky treat with a perfect balance of crunch and chew. Here’s how to make it look and taste incredible:
- Prepare Thoughtfully: Coat the popcorn evenly and spread thinly for bite-sized clusters that are easy to eat.
- Preparation Tips:
- Pop fresh popcorn for the best texture, and remove unpopped kernels to avoid hard bites.
- Spray the baking sheet lightly to prevent sticking without adding excess oil.
- Work quickly when coating, as the caramel-marshmallow mixture sets fast as it cools.
- Presentation Tips:
- Serve in a large, colorful bowl or vintage popcorn bucket to highlight the golden, glossy clusters.
- Package in cellophane bags tied with ribbon or mason jars for party favors, labeling with fun names like “Caramel Marshmallow Crunch.”
- Pair with hot cocoa, apple cider, or soda for a complete movie-night or game-day experience, perfect for Halloween, holiday parties, or casual snacking.
- Garnish with a drizzle of melted chocolate or a sprinkle of sea salt after cooling for an extra gourmet touch, showcasing the sweet-salty contrast.
Storage and Make-Ahead Tips
Marshmallow Caramel Corn is best fresh for maximum crunch but can be prepped or stored with these tips to maintain its quality:
- Make-Ahead:
- Prepare the popcorn up to 1 day in advance, store in an airtight container, and coat just before serving to maintain freshness.
- Make the caramel-marshmallow mixture and coat the popcorn up to 2 days ahead, store in an airtight container, and break apart before serving.
- Tip: Don’t coat too early in humid conditions, as the popcorn may soften; prepare close to serving for the best texture.
- Storage:
- Store in an airtight container or resealable bags at room temperature, away from heat and humidity, for up to 5 days. The popcorn may soften slightly over time.
- Use silica gel packets in containers to absorb moisture and maintain crunch, especially in humid climates.
- Tip: Store in small batches to limit air exposure when opening, and check for stickiness before serving.
- Freezing:
- Freezing is not recommended, as it can make the coating sticky or soggy when thawed. If necessary, freeze for up to 1 month in an airtight container, thaw at room temperature, and refresh in a 300°F (150°C) oven for 5 minutes to restore crunch.
- Tip: Prepare fresh for the best texture and flavor, as freezing compromises the coating’s consistency.
Recipe Variations
Marshmallow Caramel Corn is versatile and fun to customize. Here are some creative twists to try:
- Salted Caramel Corn: Sprinkle ½ tsp sea salt over the coated popcorn before cooling for a sweet-salty balance.
- Spiced Caramel Corn: Add ¼ tsp cinnamon or pumpkin pie spice to the caramel mixture for a warm, autumnal flavor.
- Chocolate-Drizzled Caramel Corn: Drizzle ½ cup melted dark or white chocolate over the cooled popcorn and let set for a decadent twist.
- Nutty Caramel Corn: Mix in ½ cup chopped peanuts, almonds, or pecans after coating for added crunch.
- Vegan Caramel Corn: Use vegan butter, vegan marshmallows, and agave nectar instead of corn syrup.
- Gluten-Free Caramel Corn: All ingredients are naturally gluten-free; confirm with product labels for cross-contamination.
Safety and Tips
Working with hot caramel requires care to ensure a safe and successful snack-making experience:
- Handle Hot Mixture Carefully: The caramel-marshmallow mixture is very hot; use oven mitts, keep children away from the stove, and stir carefully to avoid splashes.
- Use Proper Equipment: A large saucepan prevents overflow, and a non-stick baking sheet simplifies cleanup.
- Prevent Sticking: Spray the baking sheet and spatula lightly with cooking spray, and stir the popcorn quickly to avoid the coating hardening in the bowl.
- Clean Up Spills: Wipe sticky spills immediately with a damp cloth, and soak tools in hot water for easy cleaning.
Nutritional Information
Per 1-cup serving (based on 8 servings):
- Calories: ~150 kcal
- Protein: ~2 g
- Fat: ~7 g
- Carbohydrates: ~22 g
- Sugar: ~15 g
- Fiber: ~1 g Note: Values are approximate and vary based on ingredient brands and portion size. Add-ins like nuts or chocolate will increase calories and fat.
Conclusion
You’re now ready to create Marshmallow Caramel Corn that’s as addictive as it is delicious! This 20-minute recipe is perfect for movie nights, holiday gatherings, or anytime you crave a sweet, crunchy snack. With its buttery caramel-marshmallow coating and light popcorn base, this treat is a guaranteed crowd-pleaser. Feel free to tweak the flavors, add-ins, or presentation to make it your own. Grab your popcorn, melt that butter, and enjoy every sticky, sweet bite. Happy snacking, and savor the caramel corn bliss!
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Marshmallow Caramel Corn
Description
Craving a sweet, sticky snack that’s perfect for movie nights or party bowls? What if you could transform plain popcorn into a gooey, caramel-marshmallow masterpiece in just 20 minutes? Say hello to Marshmallow Caramel Corn! This delightful treat combines fluffy popcorn with a rich, buttery caramel-marshmallow coating for an irresistible crunch. Perfect for game days, holiday gatherings, or a fun family snack, it’s a beginner-friendly recipe that delivers maximum flavor with minimal effort.
Ingredients
For the Caramel Corn
-
Popped Popcorn (8 cups): The light, crunchy base that carries the sweet coating.
-
Unsalted Butter (½ cup): Adds richness and forms the base of the caramel sauce.
-
Brown Sugar (1 cup, packed): Provides deep, molasses-like sweetness for the caramel flavor.
-
Light Corn Syrup (2 tbsp): Ensures a smooth, glossy coating that prevents crystallization.
-
Large Marshmallows (10 oz bag, about 35): Create a gooey, chewy texture and extra sweetness.
-
Vanilla Extract (1 tsp): Enhances the flavor with a warm, aromatic note.
Substitutions and Variations
-
Popcorn: Use microwave, stovetop, or pre-popped popcorn; ensure it’s plain or lightly salted to avoid overpowering the sweetness.
-
Butter: Swap with vegan butter or margarine for a dairy-free version; salted butter works but may slightly alter the flavor.
-
Brown Sugar: Use dark brown sugar for a stronger molasses flavor or reduce to ¾ cup for a less sweet coating.
-
Corn Syrup: Substitute with honey or agave nectar for a natural option, noting a slight flavor change; avoid omitting, as it affects texture.
-
Marshmallows: Use mini marshmallows (4 cups) for faster melting; vegan marshmallows work for a dairy-free version.
-
Vanilla Extract: Replace with almond extract or omit if unavailable.
-
Add-Ins: Mix in ½ cup chopped nuts (peanuts, pecans), pretzels, or chocolate chips (after cooling slightly) for extra texture.
-
Vegan Option: Use vegan butter, vegan marshmallows, and agave nectar instead of corn syrup; ensure popcorn is vegan-friendly.
-
Gluten-Free: All ingredients are naturally gluten-free; confirm with product labels for cross-contamination.
Instructions
-
Prepare the Popcorn and Baking Sheet:
-
Place 8 cups popped popcorn in a large mixing bowl, removing any unpopped kernels to avoid hard bites.
-
Line a rimmed baking sheet (e.g., 13×9-inch) with aluminum foil and lightly spray with non-stick cooking spray to prevent sticking.
-
Tip: Use a bowl large enough for easy mixing, and spread popcorn evenly to ensure thorough coating.
-
-
Melt the Butter:
-
In a large saucepan, melt ½ cup unsalted butter over medium heat until fully liquid and shimmering, about 1–2 minutes.
-
Tip: Use a heavy-bottomed saucepan to prevent burning, and stir occasionally to melt evenly.
-
-
Make the Caramel Base:
-
Add 1 cup packed brown sugar and 2 tbsp light corn syrup to the melted butter, stirring to combine.
-
Cook over medium heat, stirring constantly, until the mixture is blended and bubbly, about 2–3 minutes.
-
Tip: Stir continuously to prevent scorching, and ensure the sugar fully dissolves for a smooth sauce.
-
-
Add Marshmallows and Vanilla:
-
Reduce the heat to medium-low and add the 10 oz bag of large marshmallows (about 35).
-
Stir constantly until the marshmallows melt completely into a gooey, uniform mixture, about 3–4 minutes.
-
Remove from heat and stir in 1 tsp vanilla extract for added flavor.
-
Tip: Stir gently to avoid splashing, and work quickly as the mixture thickens as it cools.
-
-
Coat the Popcorn:
-
Pour the hot marshmallow-caramel mixture over the popcorn in the mixing bowl.
-
Stir immediately with a spatula or wooden spoon, tossing to coat the popcorn evenly, about 1–2 minutes.
-
Tip: Move fast to coat before the mixture sets, and use a folding motion to cover all pieces without crushing the popcorn.
-
-
Spread and Cool:
-
Spread the coated popcorn evenly onto the prepared baking sheet, using a spatula to create a thin layer.
-
Let cool completely at room temperature, about 20–30 minutes, until the coating hardens and the popcorn is no longer sticky.
-
Tip: Break apart any large clumps while spreading for bite-sized pieces, and cool in a dry area to maintain crunch.
-
-
Serve and Store:
-
Break the cooled popcorn into smaller clusters if needed and transfer to a serving bowl or individual bags.
-
Serve as a sweet snack, party treat, or dessert topping, optionally with extra mix-ins like nuts or chocolate drizzle.
-
Store leftovers in an airtight container at room temperature for up to 5 days.
-
Tip: Serve immediately for maximum crunch, and avoid humid environments to prevent stickiness
-
FAQs
1. Can I use microwave popcorn?
Yes! Use plain or lightly salted microwave popcorn (two 3-oz bags yield ~8 cups). Avoid butter-flavored popcorn, as it may clash with the caramel coating.
2. Is this snack healthy?
It’s an indulgent treat with butter, sugar, and marshmallows. For a lighter version, reduce brown sugar to ¾ cup and use half the butter. Enjoy in moderation.
3. Can I make this vegan?
Yes! Use vegan butter, vegan marshmallows, and agave nectar or maple syrup instead of corn syrup. Ensure popcorn is vegan-friendly.
4. Why is my caramel corn sticky?
High humidity, undercooking, or insufficient cooling can cause stickiness. Cook the caramel until bubbly, spread thinly, and cool in a dry area.
5. Can I use a different pan size?
Yes! A larger baking sheet (e.g., 15×10-inch) works for a thinner layer; a smaller pan (e.g., 9×9-inch) may require less popcorn (6 cups) to avoid clumping.
6. How do I prevent the caramel from burning?
Cook over medium to medium-low heat, stir constantly, and remove from heat as soon as the marshmallows melt to avoid scorching.
7. Can I prep this for a party?
Yes! Make up to 2 days ahead, store in an airtight container, and break apart before serving. Package in bags or jars just before the event for a fresh look.
8. What’s the best way to store leftovers?
Store in an airtight container at room temperature for up to 5 days. Use silica gel packets to maintain crunch, and reseal tightly after each use.