While mixing the caramel and popcorn together. We found that folding the mixture over on itself, as if kneading bread, worked really well.

Caramel Popcorn Balls

Have you ever made your own homemade caramel sauce before? I think you’d be surprised just how easy it is!

We have a few recipes for homemade caramel sauce here on Boxwood Avenue. Both use sweetened condensed milk.

You can make a quick, delicious caramel sauce simply using sweetened condensed milk.

Or, like in this recipe, you can use it in addition to butter and sugar! This is exactly how we make the caramel sauce for our caramel shortbread bars, which happen to be one of my most popular recipes!

How to prevent popcorn from shrinking or disintegrating?

When making caramel popcorn balls, you may notice that the popcorn shrinks or completely disintegrates. This happens when the caramel is too hot. Allow it to cool slightly before drizzling it over the popcorn.
Also, make sure the caramel has been cooked to the proper consistency – you want it to pull away from the sides of your pot. Any sooner than that, and the popcorn balls will not hold together.

How to make crunchy caramel popcorn balls?

If you’d like your popcorn balls to be crunchy, simply make as directed and then bake in the oven on a parchment paper lined cookie sheet at 250 F for 10-15 minutes.

How to make gooey caramel popcorn balls?

If you’d like the popcorn balls to be gooey, do not cook the caramel for quite as long and reduce the amount of unpopped kernels by 1/4 cup.

Tips for making homemade caramel sauce:

Caramel sauce is made by caramelizing sugar. Often times water, butter, cream or corn syrup is added (known as the wet method).

The secret to a good caramel sauce is temperature, whisking, and the proper sized pot.

If you consider yourself a seasoned cook, you may not need a thermometer. Or, if you don’t have a candy thermometer, you can definitely make caramel sauce without one.

In my experience with caramel, the “still chewy, yet firm” stage happens in the blink of an eye. It is about a 10 F difference. You’ll know it’s at the perfect point when it begins to pull away from the sides of your pot. You’ll know it when it happens, it is very obvious.

That 10 degree difference happens slowly and quickly all at the same time! At 230 F you’ve probably been whisking for what feels like forever, you’re starting to see the caramel thicken, so it’s tempting to stop there. This is where you can go wrong. Make sure to power through whisking for that extra minute or two (if hoping to have a caramel that “sets”).

It is also important to continuously whisk the caramel the entire time it is coming to temperature. Butter and sugar burn very easily, and if you stop whisking even for 15 seconds, you will probably not love the results!

Lastly, be sure to have a large enough pot to whisk whisk whisk! The caramel will bubble and is incredibly hot. A large pot will ensure that the caramel doesn’t bubble up over the sides!

How to make homemade caramel popcorn balls:

Start by making the caramel.

This will give you time to let the caramel cool while you make the popcorn. Since you’ll make the popcorn balls with your hands, you want to be sure to let the caramel cool to the touch so you don’t get burned.

The caramel is made by whisking together butter, sugar, sweetened condensed milk, and corn syrup over high heat. You can also add extracts or other flavorings if you’d like!

Once the caramel is made, set it aside and begin making the popcorn.

We noticed that one of my large frying pans made awful popcorn, while the other made delicious popcorn! If your popcorn isn’t popping, try a different pan.

A tip for making popcorn is to use 2 tablespoons oil to every 1/4 cup unpopped kernels. Use a large frying pan that is about 3″ deep and has a lid. Heat the oil in the pan with a few kernels, covered. Once you hear those kernels pop, the oil is hot enough to make the popcorn.

Remove the popped kernels, add in the remaining kernels, cover, and turn off the heat for one minute. Then turn the heat back on to medium high and cover. Give it a shake every now and then to prevent hot spots and burning.

You’ll begin to hear the kernels popping, once they slow, remove the pan from the heat. Leave it covered for another minute or two to allow any stragglers to pop.

If you smell any burning or see smoke, remove from heat immediately, and start over.

We made the popcorn in 3 batches and found this worked really well. For these popcorn balls, you’ll want to make about 8 cups of popped popcorn.

After the popcorn and caramel is made, make the popcorn balls.

Work in batches drizzling about 1/3 of the caramel sauce over the popped popcorn at a time. Use two silicone spatulas to toss the caramel popcorn like a salad. It’s okay if you have a few clumps, but try to evenly distribute the caramel throughout the popcorn.

If you do not have a large enough bowl, work in even smaller batches. Once all of the caramel is worked into the popcorn use some cooking spray or butter to coat your hands and fold the popcorn over on itself as if kneading bread. This will help distribute the caramel evenly over the popcorn.

Use your hands to form popcorn balls roughly the size of tennis balls. This recipe makes about 15. Place on a piece of parchment paper and wrap individually or store in an air tight container.

If desired, sprinkle with a little sea salt or sprinkles, or drizzle some melted chocolate over the top!

If you love these popcorn balls, you might also like:

The Recipe

Caramel Popcorn Balls

Make your own homemade caramel popcorn balls! Easy and delicious, these are the perfect treat!
Cook — 25 minutes
Total — 25 minutes
Serves — 12 -16


  • 1 1/2 cups butter
  • 3/4 sugar granulated or brown
  • 14 oz. can sweetened condensed milk
  • 3 tablespoons light corn syrup
  • 5 tablespoons olive oil
  • 3/4 cup popcorn kernels
  • Maldon sea salt optional


  • First prepare the caramel sauce: In a medium pot, melt 3/4 cup butter over low heat. Once the butter is melted, add 3/4 cup sugar. Whisk vigorously to fully dissolve.
  • Once the sugar has dissolved, turn heat to high, and pour in the 14 oz. of sweetened condensed milk and 3 tablespoons light corn syrup.
  • Bring the mixture to a full rolling boil that DOES NOT CEASE when stirred (this is an important step).
  • Once the mixture reaches that point, reduce the heat to a simmering level (medium-low heat).
  • Whisk the mixture at a simmer for 10-15 minutes – or until it reaches a caramel color. It is important to continuously whisk to prevent burning (happens quickly!). You will know the mixture is ready once it begins to pull away from the sides of the pot. Do not remove from the heat early because your caramel will not "set".
  • Once the caramel is ready, remove from heat and set aside while you prepare the popcorn.
  • Prepare the popcorn: working in 2-3 batches. In a large shallow frying pan (approx. 14") heat 2 tablespoons olive oil for every 1/4 cup unpopped popcorn.
  • Place 2 kernels in the oil and cover. Wait to hear a pop. Once those kernels pop, your oil is ready. Remove the popped kernels and remove the pan from heat for 1 minute.
  • Add the rest of that batch of popcorn (remember 2 tablespoons oil to every 1/4 cup unpopped popcorn). Return the pan to medium-high heat and cover. Give it a shake every now and then to coat evenly and prevent hot spots. Popcorn should pop within minutes!
  • Once you hear the *pops* slowing, remove from heat, leave covered for an additional minute. Then set aside uncovered until ready to mix the popcorn balls.
  • Prepare the popcorn balls: combine the popped popcorn (approximately 8 cups) and about a third of the caramel by drizzling it over the top of the popcorn. Use two silicone spatulas to toss like a salad. Repeat until all of the caramel is stirred in.
  • Use caution, caramel may still be hot, allow it to cool to the touch before using your hands. Use buttered hands to mix thoroughly, then form equal sized balls of caramel popcorn, place on parchment paper and allow to cool completely.
  • Optional, sprinkle with maldon sea salt, drizzle melted chocolate, festive sprinkles, or anything else you can dream up!
  • Store in an air tight container or wrap individually.


If your popcorn isn’t popping consistently, try a different frying pan. We noticed that the frying pan with a rounded lid produced better results than the frying pan with a flat lid.
When forming the popcorn balls, make sure the caramel has cooled to the touch to prevent burning. We cooled ours for about 15 minutes.

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    1. Hi Rhonda, you can simply skip the corn syrup – it’s to help with consistency. Add 1/2 teaspoon of baking soda after the ingredients have melted. Whisk until the ingredients come together and form a caramel, about 220F 5-10 minutes. If it goes above 220F, the caramel will become “crisper”, and likewise, below 220F, the caramel will be softer. Hope that helps! :)