food stylist
Helena Picone
Hallie Burton
prop stylist
Brooke Deonarine
recipe from
our test kitchen

Makes about 4 quarts


  • Nonstick cooking spray or vegetable oil
  • 3 Tbsp vegetable oil, such as peanut or canola
  • 1/2 cup yellow popcorn kernels (3 ½ to 4 qt popped corn)
  • 1 1/2 tsp baking soda
  • ¾ tsp ground cayenne pepper (or chipotle powder, if you want a smoky-spicy-salty-sweet flavor) *Psst: we used chipotle powder for the process shots and cayenne pepper for the hero image, hence the difference in color.
  • 3 cups granulated sugar
  • 1 cup water
  • 1 1/2 Tbsp Diamond Crystal kosher salt
  • 1 1/2 oz (3 Tbsp) cold unsalted butter, cut into small pieces

This stuff is dangerously addictive. Something about that salty-spicy-sweet combo makes it impossible to stop with one handful. Not surprisingly, it’s the homemade holiday gift my friends plead for year after year. Caramel popcorn feels like such a fun, light-hearted, no-big-deal treat, but making caramel does require some kitchen savvy and diligence. This recipe walks you through every step.

Popping Instructions

Step 1
Coat two large heatproof rubber spatulas and a very large metal bowl (at least twice the volume of the popped popcorn) with nonstick cooking spray or a light swipe of vegetable oil.

Step 2
Heat the oil in an 8-quart or larger heavy-based pot over high heat with a kernel or two of popcorn in the pan. After one kernel pops, add the rest of the kernels. Cover the pot, lower heat to medium-high, and shake pot back and forth over the heat as the popcorn pops. When the popping slows to almost a stop, remove the pot from the heat and dump the popcorn into the large oiled bowl.

Step 3
When it’s cooled enough, hunt through the popcorn to remove unpopped kernels and burnt pieces.

Caramel Instructions

Step 1
In a small dish, mix together the baking soda and cayenne. Place it on the counter near the stove. Line two or three large rimmed baking sheets with parchment, foil, or nonstick silicone mats. In a 4-qt or larger saucepan, combine the sugar, water, salt, and butter. Very gently stir just enough to submerge all the sugar. Brush the inside of the pot with water and a clean pastry brush to remove any stray granules of sugar. Now, leave what’s inside the pot alone.
Step 2
Without stirring at all, cook the sugar mixture over high heat until it liquifies, bubbles, and the foamy surface of the bubbling mixture becomes a light golden color on top, 10 to 20  minutes, depending on your stove. The caramel below the surface will be darker than what you can see, so it’s very important to remove the pot from the heat when the bubbling surface is lighter in color than the rich caramel hue that we seek. 

Step 3
Working quickly off the heat, carefully and thoroughly whisk the baking soda into the caramel. The baking soda will cause the caramel to froth up vigorously, so be careful. We always do this step in or near the kitchen sink.

Step 4
Now pour the bubbling caramel over the popcorn in the bowl. Only use the caramel that pours out easily; do not scrape the sides of the pot. (This can cause your caramel to crystallize–and we don’t want that.)Step 5
Use the oiled spatulas to toss the caramel with the popcorn, just as you would toss a salad, until the popcorn is thoroughly coated.

Step 6
Pour it onto the lined baking sheets; use the spatulas to pat it into one flat layer. As soon as it’s cool enough to handle, break the layer into clusters and chunks. 
Step 7
Let cool completely and then store in an airtight container for up to a week.

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