Southern Caramel Cake with Popcorn Topping


Even if you have never had this cake, we’re betting the idea of a southern caramel cake with popcorn topping sounds good to you. But what, exactly, is a southern caramel cake? This old-world inspired classic combines layers of tangy, buttermilk yellow cake with a cooked caramel frosting. And while there are a number of steps to making and assembling it, none are very difficult. In addition, because the caramel is basically poured over, it makes it one of the easier cakes to frost.

Most people stop there but, if we can add a popcorn crunch, we always do. We love the texture of the popcorn against the soft creaminess of the cake. And with so much sweetness, a little sprinkle of our sweet and salty caramel seasoning is always welcome.

Category, , Yields8 ServingsDifficultyIntermediate
Prep Time30 minsCook Time40 minsTotal Time1 hr 10 mins


For the Cake:
 2 sticks Unsalted butter, at room temperature
 2 ½ cups Granulated sugar
 ½ cup Canola oil
 4 Eggs
 1 tsp Vanilla extract
 1 ¼ cups Buttermilk
 2 ¾ cups All-purpose flour
 2 tsp Baking powder
 ½ tsp Baking soda
 1 tsp Salt
For the Caramel Frosting:
 2 cups Light brown sugar
 2 sticks Unsalted butter
  cup Evaporated milk
  cup Heavy cream
 2 cups Powdered sugar
 ½ tsp Salt
For the Topping:



Pre-heat the oven to 350 degrees F.


Spray two 8" or 9" cake pans with baking spray with flour in it and add a strip of parchment paper for easy lifting. Set aside.



To make the cake, add the softened, unsalted butter and the granulated sugar to the bowl of a mixer (you can use a hand mixer or a stand mixer) and cream together until lightened in color. Beat in the canola oil and the vanilla extract. Then beat in the eggs, one at a time.


In a separate bowl, whisk together the all-purpose flour, baking powder, baking soda and salt. Beat about a third of the flour mixture into the wet batter. Then beat in about a third of the buttermilk. Repeat with the other two thirds but do not overbeat. Scrape down the sides with a rubber spatula and give it a final mix by hand.



Pour the batter evenly into the two prepared cake pans and bake for 30 - 35 minutes or until a toothpick, inserted in the center, comes out clean. Allow the cakes to cool completely before frosting.


To make the caramel frosting, add the butter and light brown sugar to a pot and heat on low. Stir until melted and whisk in the evaporated milk, heavy cream and salt. Cook for 4 to 5 minutes, on medium low heat, stirring often, until it begins to thicken.


Pour the mixture into a large, heat-proof bowl, add the powdered sugar and beat using a hand or stand mixer until smooth.


To assemble and frost the cake, place on of the two cake layers on a large plate or cake board. Pour 1/2 cup of the caramel frosting in the middle of the cake and spread it out to the edges. Place the second layer of cake over the top and pour half of the remaining caramel frosting over the top, spreading it out and letting it drip over the sides. Repeat with the remaining caramel frosting.


Top the cake with freshly popped popcorn and sprinkle with salted caramel popcorn seasoning. Wrap leftovers and store in the refrigerator for up to a week.


Note: If you want to make the cake and frosting ahead of time, wrap each layer of cake with plastic wrap and store in the refrigerator for up to a week or the freezer for up to three months. Pour the caramel frosting into an airtight container and also store in the refrigerator or freezer. Allow the cake layers and caramel frosting to come to room temperature slowly. When ready, microwave the frosting for a few seconds to make it pourable and assemble the cake.

Nutrition Facts

Servings 8

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