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

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 that 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 Recipe
- 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
Ingredients
The full printable recipe card with measurements and instructions is found at the bottom of the post.
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 crystallizing, 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.

How to Make 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.
What to Serve with It
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.

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

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.
You’ll also like this homemade caramel sauce and Frito Candy.
Follow me on Instagram @simplystacieblog, Facebook at Simply Stacie, TikTok @simplystacierecipes or Pinterest at @simplystacie and let me know how you liked this recipe and my other recipes.
Caramel Marshmallow Popcorn
SAVE THIS RECIPE!
Ingredients
- 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
Instructions
- 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.
Notes
- Use freshly popped popcorn: Make sure to remove any unpopped kernels before mixing with the caramel—no one wants a surprise crunch!
- Stick with salted popcorn: The salty-sweet combo really makes this treat irresistible.
- Work quickly: Once the caramel mixture is ready, pour it over the popcorn right away and stir well—this helps coat everything evenly before it starts to set.
- Let it cool completely: The popcorn will be sticky at first, but it firms up as it cools, making it easier to enjoy (and less messy).
- Optional add-ins: Try mixing in mini chocolate chips, chopped nuts, or pretzel bits once the caramel coating cools slightly for a fun twist.
Nutrition
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.
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way too fast things are sure a lot different than when I was a kid..this world is a scary place 🙁
I’m in the minority in thinking that kids have always wanted to emulate what they see older kids and adults doing, that’s really nothing new. I think kids today are less mature than kids of the same age years ago, who often had a lot more responsibility placed on them at a young age. You also see a lot more older teens and young adults today who are very immature.
Yes, I do.
yes, they absolutely are 🙁
Yes, I do think they are growing up to fast.
yes they do
Absolutely! It seems like all of the most popular role models dress and act much older than their age, and kids are being exposed to experiences and life lessons much earlier than they may be emotionally equipped to handle them.
And faster and faster everyday.
I agree. They all seem like tiny grownups who rarely have a chance to enjoy being kids. To give you a sense of where I’m coming from, I grew up in Los Angeles and graduated high school in 1996. When I was young, I played outside with my friends. We ride our bikes, skateboarded (and probably fell down a whole lot more than we stayed up on those skateboards). We played board games on rainy days and, though we had nintendo (it had just been released) and atari and other video-game systems, we rarely felt the need to sit inside and play them all day. It makes me sad to think that kids don’t have the chance to enjoy being kids and playing and being silly anymore. It’s a shame that they all grow up as fast as they do now because sometimes it’s pretty damn awesome to be carefree and young. Too bad that some kids never have a chance to know what that’s like.
yes, they are growing up faster but in a good way. by the time they are 18 they are much more knowledgable about the world as a whole.
Yes I do think they’re growing up too fast.
Absolutely. My daughter teaches 2nd grade, and I’m amazed at some of the things these kids say or do!
Oh yes, especially the girls. I was on FB & saw one of my little cousins. She’s 12 but looks 18.
yes kids do grow up too fast now!
yes i think they are. i mean you have kids having kids
I think that a lot of children are forced to grow up early because their parents don’t allow them to just be kids! They don’t want them to go out and get dirty and learn through experiences with their peers. Spending too much time with adults and not enough just enjoying being a child.
I’m an Auntie, and very close to my niece and nephew and yes they are definitely growing up too fast!
Yes, they are exposed to so much more and more is expected of them at an earlier age than I remember when I was their age.
Yes, they are growing up too fast.
yes, and it scares me lol