Recipes for marshmallow caramel popcorn have been floating around the Internet forever–it’s been on my list of recipes to try for years now, but I’ve just never gotten around to it.
Well. When it’s cold and pouring rain outside and everyone wants a little treat and you’re out of white sugar (yes, food bloggers who run out of sugar should probably be flogged), you pull out this recipe. It comes together in a matter of minutes and it’s so delicious. A little goes a long way, but it’s a fun twist on traditional caramel popcorn, kind of like a twist between caramel popcorn and Rice Krispie Treats (and how can you go wrong there??) The marshmallows contribute to a slightly different texture than regular caramel popcorn–it feels kind of airy and it stays soft longer. Not that it really lasts all that long–this has definitely become one of our favorite family treats!
You’re going to need a bag of microwave popcorn, brown sugar, Karo syrup, butter, vanilla, and marshmallows.
Pop the popcorn and transfer it to a large, heat-safe bowl, picking out any unpopped kernels. Set aside.
In a heavy saucepan, combine the brown sugar, Karo syrup, and butter.
Bring to a boil over medium heat, then reduce heat to medium-low and cook for about 7 minutes. Add the marshmallows and vanilla and stir until the marshmallows are melted. Remove from heat. Pour over the popcorn
and stir quickly to evenly coat the popcorn. Makes about 4 big servings (and more smaller servings).

Marshmallow Caramel Popcorn
Ingredients
- 1 bag (about 8–9 cups) microwave popcorn
- 1 cup brown sugar
- 2 tablespoons light Karo syrup
- 1/2 cup (1 stick) butter
- 1 teaspoon vanilla extract
- 12 large marshmallows (3.6 ounces)
Instructions
- Pop the popcorn and transfer it to a large, heat-safe bowl, picking out any unpopped kernels. Set aside.
- In a heavy saucepan, combine the brown sugar, Karo syrup, and butter. Bring to a boil over medium heat, then reduce heat to medium-low and cook for about 7 minutes. Add the marshmallows and vanilla and stir until the marshmallows are melted. Remove from heat. Pour over the popcorn and stir quickly to evenly coat the popcorn.
Nutrition
- Serving Size: 4
YUMMY! Can’t wait to make this with my kids. They love marshmallow treats and popcorn and this new twist on both is just what they need! Thanks for a great recipe!
Quick question.
In the directions, you add the marshmallows after cooking the butter, sugar and syrup 7 mins. But your picture looks like you added the marshmallows to the butter mix . Which is it?
Thanks
This looks so good! I want it right now!!
What a GREEEAAAATT combination!!! I need to try them this weekend!!! Do they dry up or get’s sticky on your hands?
How many cups of marshmallows if I use minis?
Yum, this looks gooey and delicious. And naughty =). Thanks for sharing.
I haven’t seen flat marshmallows yet! I love new advances in junk food. I remember making something similar when I was a kid in home ec, but there was powdered cherry jello involved. Red, sticky and delicious! Always inspired by your posts, thank you!
Mmmmm…it’s a shame my husband won’t eat popcorn. I’ll just have to make some just for me, hehehehe.
Or how about some salted peanuts?
Although I am not hugely into the sweet/salty thing, do you think this might be good sprinkled with a flaky salt just at the finish?
This looks like the perfect recipe. Tip: if you spray the bowl with Pam before you put the popcorn & mixture in it, the bowl is super easy to clean and very little of the caramel mixture sticks to it.
This looks and sounds absolutely amazing, yum!
xx Kelly
Sparkles and Shoes
Will regular popcorn work or just microwave,
Yep, you can totally use regular popcorn. In fact, you could probably get away with about 10-11 cups of popped popcorn, it’s just hard to justify popping 2 bags of popcorn when you’re only going to use half of the second bag. 🙂
I just made this. OMG – Yum! It really only makes one serving. Or, if you have a child at home and are obligated to share, begrudgingly, it could be two. I’m sure nutritionists would not agree with my assessment of serving size, and this does NOT fit with my OBB fitness plan. Thanks!
Yeah, it’s kind of evil, hahaha!
I must not spend enough time on the internet because I haven’t heard of this one. Are those flat marshmallows the same size as regular marshmallows or will I need a different number if I use round ones? Also, I just bought costco microwave popcorn for the first time and my whole family is addicted to it. It’s SO good!
I’m not totally sure how many of those flat marshmallows I ended up using, but they’re not as big as the regular marshmallows (I was out of the big ones and had to weight out how many I needed). So as long as you have the big, round marshmallows, you’ll need 12.
And yes…that Costco popcorn! We don’t even have a Costco near us, so I buy it from Amazon, haha! It’s so good!
I only have flat marshmallows too. They must’ve been on sale. 🙂
Ha! Yes!
My girls love making marshmallow caramel popcorn when they babysit. It’s also a fav when they’re getting together with friends or extended family. Yum!