What the heck is this?
Think popcorn… but make it gooey, golden, and utterly irresistible. This Marshmallow Caramel Corn is like a mash-up of Rice Krispie treats and old-school caramel corn — sticky, buttery, sweet, and packed with that toasty marshmallow magic. It’s dangerously snackable, ridiculously easy, and made without a candy thermometer or any fancy tricks. Perfect for movie night, gifting, or eating straight from the bowl in your PJs.
Why You’ll Love This Recipe
– 5 ingredients. That’s it.
– No fussy caramel-making required — the marshmallows do the heavy lifting.
– Comes together in under 15 minutes.
– Kid-approved, adult-devoured.
– Stores like a dream for late-night snacking.
– Tastes like childhood, but better.
The Good Stuff You’ll Need
– 10–12 cups plain popped popcorn (about 1/2 cup unpopped kernels or 2 bags of plain microwave popcorn)
– 1/2 cup (1 stick) unsalted butter
– 1/2 cup packed light brown sugar
– 10 oz mini marshmallows (about 5–6 cups)
– 1/2 tsp vanilla extract
– Optional: pinch of salt, drizzle of melted chocolate, or sprinkles if you’re feeling festive

Let’s Do This
Step 1: Pop the Popcorn
If you’re using kernels, pop ‘em however you like (air-popper, stovetop, etc.). Remove any unpopped kernels — nobody likes a dental emergency. Place the popped corn in the largest bowl you own.
Step 2: Make the Marshmallow Caramel
In a medium saucepan, melt the butter over medium heat. Stir in the brown sugar and let it melt and bubble gently for about 2 minutes. Add the marshmallows and stir constantly until completely melted and smooth. Take it off the heat and stir in the vanilla (and salt if using).
Step 3: Pour and Toss
Immediately pour the hot marshmallow mixture over the popcorn. Work quickly, using a spatula or your hands (lightly greased!) to toss and coat the popcorn evenly. You want that sticky magic on every bite.
Step 4: Let It Set
Spread the caramel corn onto a parchment-lined baking sheet to cool and set. It’ll firm up in about 15 minutes — if you can wait that long.
Step 5: Snack or Store
Break into clusters and devour, or store in an airtight container for up to 5 days. It’s best the first day but still crazy good after.
Serving Suggestions
– Bag it up and gift it for holidays, movie nights, or teacher treats.
– Mix in peanuts, M&Ms, pretzels, or chocolate chips for a fun twist.
– Crush it up and sprinkle over vanilla ice cream. You’re welcome.
Switch It Up
– Make it salty-sweet: Add 1/2 tsp sea salt or toss in salted peanuts.
– Go seasonal: Add pumpkin spice in the fall, peppermint in the winter.
– Chocolate-dipped: Once cooled, drizzle with melted dark or white chocolate.
– Spice it up: Add a pinch of cayenne or cinnamon to the marshmallow mix for a subtle kick.
Make-Ahead Tips
– Pop the popcorn the night before and store it in a sealed bag.
– Make the whole recipe a day ahead and store in an airtight container. It stays chewy and crispy at room temp for a few days.
– Want it crunchy-crunchy? Bake the coated popcorn at 250°F for 30 minutes, stirring halfway through, then cool completely.

Questions People Actually Ask
Q: Can I use microwave popcorn?
A: Yep! Just make sure it’s plain or lightly salted. Avoid butter-flavored kinds—they get weird with the marshmallow.
Q: Can I shape it into popcorn balls?
A: Totally. Grease your hands and shape while still warm. Wrap in plastic wrap for gifting or portion control (good luck with that).
Q: Can I freeze it?
A: Not really. The texture suffers. Stick to storing at room temp.
Q: Is this gluten-free?
A: It can be! Just make sure your marshmallows and popcorn are certified gluten-free.

Marshmallow Caramel Corn: Sweet, Sticky, Addictively Crunchy
- Total Time: 15 minutes
- Yield: About 10 cups
Description
Think popcorn… but make it gooey, golden, and utterly irresistible. This Marshmallow Caramel Corn is like a mash-up of Rice Krispie treats and old-school caramel corn — sticky, buttery, sweet, and packed with that toasty marshmallow magic. It’s dangerously snackable, ridiculously easy, and made without a candy thermometer or any fancy tricks. Perfect for movie night, gifting, or eating straight from the bowl in your PJs.
Ingredients
– 10–12 cups plain popped popcorn (about 1/2 cup unpopped kernels or 2 bags of plain microwave popcorn)
– 1/2 cup (1 stick) unsalted butter
– 1/2 cup packed light brown sugar
– 10 oz mini marshmallows (about 5–6 cups)
– 1/2 tsp vanilla extract
– Optional: pinch of salt, drizzle of melted chocolate, or sprinkles if you’re feeling festive
Instructions
Step 1: Pop the Popcorn
If you’re using kernels, pop ‘em however you like (air-popper, stovetop, etc.). Remove any unpopped kernels — nobody likes a dental emergency. Place the popped corn in the largest bowl you own.
Step 2: Make the Marshmallow Caramel
In a medium saucepan, melt the butter over medium heat. Stir in the brown sugar and let it melt and bubble gently for about 2 minutes. Add the marshmallows and stir constantly until completely melted and smooth. Take it off the heat and stir in the vanilla (and salt if using).
Step 3: Pour and Toss
Immediately pour the hot marshmallow mixture over the popcorn. Work quickly, using a spatula or your hands (lightly greased!) to toss and coat the popcorn evenly. You want that sticky magic on every bite.
Step 4: Let It Set
Spread the caramel corn onto a parchment-lined baking sheet to cool and set. It’ll firm up in about 15 minutes — if you can wait that long.
Step 5: Snack or Store
Break into clusters and devour, or store in an airtight container for up to 5 days. It’s best the first day but still crazy good after.
Notes
Bag it up and gift it for holidays, movie nights, or teacher treats.
– Mix in peanuts, M&Ms, pretzels, or chocolate chips for a fun twist.
– Crush it up and sprinkle over vanilla ice cream. You’re welcome
- Prep Time: 5 minutes
- Cook Time: 10 minutes
Nutrition
- Calories: ~160 kcal (~per1 cup)
- Fat: ~7g(~per1 cup)
- Carbohydrates: ~25g(~per1 cup)
- Protein: ~1g(~per1 cup)