5 from 2 votes

Caramel Marshmallow Popcorn

Gooey and sweet, this easy snack is perfect for movie nights! Make caramel marshmallow popcorn in minutes on the stovetop.

three bowls of caramel marshmallow popcorn

Are you ready for a deliciously sweet movie night snack? Pop a bag of microwave popcorn and top it off with a scrumptious mixture of brown sugar, butter, corn syrup, marshmallows, and vanilla extract. It’s a yummy treat that the whole family will love. 

If you love caramel, marshmallows, and popcorn, you’re going to wonder why you never thought to put them all together. The addictive combo will become your go-to snack when you’re watching movies with the family or having a party. 

The best part is this tasty treat only takes 10 minutes to make. Even if you have unexpected company, you can whip up a batch of this caramel popcorn in no time at all. 

Why You’ll Love This Caramel Marshmallow Popcorn

  • Special treat that’s ready in just 10 minutes
  • Kid-friendly idea for family movie nights at home
  • Sweet alternative to the usually salty popcorn
  • Terrific base recipe for sprucing up with your favorite mix-ins


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    Here are all the homemade caramel marshmallow popcorn ingredients you’ll need to make this perfect snack for your next family movie night:

    • Microwavable Salted Popcorn: Use your favorite brand of popcorn here. Kettle corn is a great choice, but if you want to start with a more buttery option, go for it! Of course, freshly popped popcorn works, too.
    • Large Marshmallows: Big, fluffy marshmallows – is there anything better? You’ll need 12 of them for this recipe. 
    • Butter: You’ll need butter to make the caramel marshmallow sauce. As it melts, stir in the rest of the ingredients to make a smooth sauce.
    • Vanilla Extract: The vanilla ups the flavor factor and enhances the flavors of the other ingredients.
    • Light Corn Syrup: This ingredient keeps the brown sugar from crystalizing, yielding a smoother caramel sauce. 
    • Brown Sugar: Light brown sugar or dark brown sugar works for this recipe. Dark brown sugar has a deeper molasses flavor, but either works fine for making a caramel sauce.
    3 white bowls of caramel marshmallow popcorn

    How to Make Delicious Caramel Marshmallow Popcorn

    • Step One: Pop your microwave popcorn and get rid of any unpopped kernels.
    • Step Two: Melt butter in a medium saucepan over low heat.
    • Step Three: Add brown sugar, corn syrup, vanilla extract and marshmallows to the butter.
    • Step Four: Turn the saucepan up to medium heat and stir until the marshmallows are melted and the mixture is smooth.
    • Step Five: Pour the marshmallow mixture over popcorn and stir in until popcorn is evenly coated. 

    Equipment Needed

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    What to Serve with Caramel Marshmallow Popcorn

    Looking for more snacks to munch on while you catch up on episodes of your favorite shows? These air fryer tortilla chips are so easy to make. Salty, crunchy, and perfect for dipping in our cowboy caviar, Tex-Mex spinach dip, or chicken queso dip.

    Our Southwestern party nuts are great for a party or enjoying a night in by yourself. It’s a sweet and savory blend of Tex-Mex seasoning and a bit of sugar and is ready in just 10 minutes.

    The kids will love these air fryer potato chips flavored with blackened seasoning, garlic salt, and oregano. Dipped or plain, they’re delicious.

    A bowl of caramel marshmallow popcorn

    Recipe Tips and Tricks

    • Spread the popcorn on parchment paper on a baking sheet to help it cool faster. Then, add extra toppings like sprinkles, mini chocolate chips, mini M&Ms, or extra unmelted mini marshmallows.
    • For a quick way to get unpopped kernels out of your microwave popcorn bag, open a tiny hole in the top that’s large enough for unpopped kernels but not big enough for the popped ones. Turn the bag upside down and shake them all out.
    • Turn some of this tasty marshmallow caramel popcorn into popcorn balls while the mixture is still warm and gooey! Just spray your hands with a little bit of oil first so the popcorn doesn’t stick to your fingers.

    Variations and Substitutions

    • For the perfect combination of sweet and salty, add a few pinches of salt to the popcorn after coating it in the caramel mixture. Give it a good toss and enjoy!
    • Add nuts as a fun twist for extra crunch and some protein thrown into the mix.
    • Make this recipe even more decadent with some caramel chips or white chocolate chips.

    Storage Instructions

    Best Way to Store Caramel Marshmallow Popcorn

    Store any leftover caramel popcorn in an airtight container at room temperature. Popcorn must be totally cooled before storing. Consume within a few days.

    A hand holding a caramel marshmallow popcorn kernel

    Marshmallow Caramel Popcorn FAQs

    Can I Use Freshly Popped Popcorn Instead of Microwave Popcorn?

    Yes, you can use freshly popped popcorn instead of microwave bags of popcorn. The average bag of microwave popcorn is about 12-13 cups, so you’ll need that much of the fresh stuff.

    Can I Use Mini Marshmallows Instead of Large Ones?

    You need 10 mini marshmallows to equal one large marshmallow. So for this caramel marshmallow popcorn recipe, you’ll need 120 mini marshmallows to make the popcorn coating. 

    What Can I Substitute for Corn Syrup?

    If you try to avoid corn syrup, you can substitute honey instead. It’ll alter the flavor a little, but will still be sweet and lovely. Pure maple syrup is another alternative, but it’s a thinner consistency than corn syrup. 

    Popcorn Recipes

    • Pizza Popcorn: Kids and adults alike will love this light and tasty pizza popcorn. It’s perfect for movie night! For a little spice, add some red pepper flakes.
    • Maple Almond Popcorn: Pure maple syrup, slivered almonds, and a dash of salt come together for this sweet and salty popcorn that’s perfect for holiday gift giving or for a tasty treat for yourself. 
    • Christmas Popcorn: Make this fun and festive holiday popcorn to enjoy while you and your family binge on your favorite Christmas movies. You can’t beat the sweet and salty combo of the popcorn mixed with yummy candies.
    • Buffalo Popcorn: Watching your carbs? You can still nosh on a delicious snack while watching Netflix. It’s made with cauliflower and is so good for you. Not a fan of buffalo seasoning? Swap it out with your favorite popcorn flavoring instead. 
    • Reindeer Chow: It’s not popcorn, but it’s just as addicting! This reindeer chow combines Chex Mix, peanut butter, chocolate chips, powdered sugar, cocoa, and a few other simple ingredients for the perfect holiday snack.

    We hope your family enjoys this marshmallow caramel corn recipe as much as we enjoyed making and eating it. 

    You’ll also like this homemade caramel sauce and Frito Candy.

    Follow me on Instagram @simplystacieblog, Facebook at Simply Stacie or Pinterest at @simplystacie and let me know how you liked this recipe and my other recipes. 

    If you make the recipe, rate it on the recipe card below and tag me on Instagram and use #simplystacie. I like sharing the photos on my Instagram stories!

    5 from 2 votes

    Caramel Marshmallow Popcorn

    Created by Stacie Vaughan
    Servings 6
    Prep Time 3 minutes
    Cook Time 7 minutes
    Total Time 10 minutes
    Gooey and sweet, this easy snack is perfect for movie nights! Make it in minutes on the stovetop.


    • 1 bag microwave salted popcorn popped
    • 12 large marshmallows
    • 1 cup brown sugar
    • ½ cup salted butter
    • 2 tbsp light corn syrup
    • ½ tsp vanilla extract


    • Melt butter in a medium saucepan over low heat.
    • Stir in brown sugar, corn syrup, vanilla extract, and marshmallows.
    • Turn heat to medium and stir constantly until marshmallows melt and mixture is smooth.
    • Pour hot mixture over the popcorn and stir until evenly coated. Let cool before serving.


    Serving: 1g | Calories: 326kcal | Carbohydrates: 48g | Protein: 1g | Fat: 16g | Saturated Fat: 10g | Polyunsaturated Fat: 5g | Trans Fat: 1g | Cholesterol: 41mg | Sodium: 158mg | Sugar: 43g

    The information shown is an estimate provided by an online nutrition calculator. It should not be considered a substitute for a professional nutritionist’s advice.

    Course Snacks
    Cuisine American
    Keyword caramel marshmallow popcorn

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    Recipe Rating


    1. crystal allen says:

      yes, way too fast for me.

    2. julie hawkins says:

      definitely, times are quite advanced now

    3. I think so. There’s a lot of influence from media and easier access to learning and experience through technology. For instance, my friend’s two year old daughter is already sending out text messages.. garbled up ones, but texts nonetheless 🙂

    4. Yes, I do. Let kids be kids!

    5. Dawn Reid says:

      Yes, I think they grow up way to fast.

    6. Kids are growing up way too fast nowadays!

    7. Definitely! There are so many older influences on them now and they seem to be eager to grow up quicker than we did when we were their age.

    8. Yes I do especially with all the technology.

    9. 5 stars
      Just made this , doubled it too. Delicious. I feel that I could have used another bag of popcorn. Lots of sauce. Great caramel flavour. Will make again!

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