Chocolate Caramel Popcorn

Our Chocolate Caramel Poporn recipe doesn’t use corn syrup - yum! Plus, this chocolate caramel popcorn recipe is easy to make. (Bonus.) This movie night popcorn tastes amazing: buttery and rich and chocolate-y, just the way we love it. And did we mention no corn syrup?

Our Chocolate Caramel Popcorn recipe doesn’t use corn syrup – yum! Plus, this chocolate caramel popcorn recipe is easy to make. (Bonus.) This movie night popcorn tastes amazing: buttery and rich and chocolate-y, just the way we love it. And did we mention no corn syrup?

For this recipe, we recommend using a Mushroom popcorn variety, rather than a classic movie-style popcorn. Mushroom popcorn is called that because of the shape after the kernel is popped: it is round, like a baseball or the top of a mushroom (hence the name).

This shape tends to be better for coating the candy or caramel, in part because it has more surface area for coating and is less prone to being crushed. It also tends to stay fresh and crispy longer. You can buy Dell Cove® Mushroom popcorn kernels here and Dell Cove® Chocolate Caramel popcorn seasoning here.

Category, , , Yields1 Serving


 Popped popcorn – 10 cups (we recommend either our Classic or Mushroom varieties, which you can find here)
 Oil (use one with a high smoke point, such as canola or coconut) – enough to cover the bottom of your pan
 Sea salt, fine – a few pinches (or more)
 1 cup butter (sweet cream, unsalted)
 1 cup Light brown sugar
 1 tbsp Vanilla extract
 ½ tsp Baking soda



Preheat your oven to 250 degrees F, and line a baking tray with a Silpat or silicon baking sheet. Don’t have one? Then line your tray with tin foil and spray the tin foil with nonstick cooking spray.

To make your popcorn, you can use an air popper if you like. If you want to pop on the stovetop, get a large saucepan or dutch oven with a lid. Pour enough oil to coat the bottom of the pan, and add four popcorn kernels.

Cover the pan and place over medium heat. When the kernels pop, VERY CAREFULLY (because that oil is very hot and can burn you!) add your popcorn kernels and re-cover the pan.

Shaking the pan constantly to ensure that the kernels don’t burn, while the popcorn pops. Once the pops are 3 to 5 seconds apart, remove the pot from heat.

Dump your popped popcorn onto your baking sheet. Spread the popcorn out with a wooden spoon. Pick out any unpopped kernels. Evenly sprinkle a couple pinches salt over the hot popcorn and allow to cool. Once the popcorn is cool, put the popcorn back into a big bowl and set the bowl aside.


Get a medium-sized saucepan. Melt the butter and brown sugar over low-to-medium heat and stir until well mixed and the sugar melts. At this point, stop stirring. (Trust us. Just let it be.)

If you have a candy thermometer, insert it into the pot and continue to allow the sugar-butter mixture to boil until it reaches 238 degrees F. No thermometer? You can guesstimate it: Let the mixture bubble for about 3 to 4 minutes.

Once the mixture reaches the proper temperature – or time – remove the pan from the heat and add the popcorn seasoning, extract and baking soda. Then stir that to mix everything together well, for about 30 seconds to one minute.

Important note: Don’t panic if your caramel foams up or changes colors at this stage. It’s happening because of a chemical reaction from the caramel sauce to the baking soda, which is adding more air to the caramel and thinning it out a bit. (Which makes it easier to use to coat your popcorn.)


You need to stay focused and careful at this step, because you are going to be moving quickly and can burn yourself. (I say this from experience.)

Remove your pan from the heat. Drizzle your chocolate caramel mixture over the popcorn. Use a wooden spoon to gently fold and mix the popcorn into the chocolate caramel mixture until all of the popped corn is covered.


Spread the caramel coated popcorn on the prepared baking sheet. Now, you can just let the popcorn cool – and serve. Or…you can bake it. (Which we recommend, because it helps dry out the caramel coating a bit.)

Place your tray of popcorn in the oven. Bake it for about 45 minutes, stirring the popcorn every 10 to 15 minutes. (This step helps to make sure all of your popcorn is coated with the caramel.)

Once the popcorn is crunchy and golden brown, take it out of the oven and let it cool. Break any large clump up into smaller bites and then serve. Once cool, serve in fun bowls or popcorn cones.

Share your creations with us on Instagram! Tag you creation with #dellcovespices and we would love to give you a shout-out!

Want a cocktail to pair with this? Try our Chocolate Martini cocktail recipe, which you can find here.

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