State Fair Style Caramel Popcorn

Caramel Popcorn for Fall!


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Caramel popcorn is a staple snack food at state fairs, carnivals, and festivals. Try this recipe out to enjoy caramel popcorn in your own home or on the go!

Shared by
Chicago IL

Time needed

30 min preparation + 1 hour cooking

Serving Size / Yield

10 servings


  • 1 C butter 

  • 2 C brown sugar
1/2 C corn syrup 

  • 1 tsp salt
1/2 tsp baking soda 

  • 1 tsp vanilla extract 

  • 5 qts popped popcorn

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Preheat oven to 250º. Place popcorn in a large bowl.

Melt butter in a saucepan over medium heat, then stir in sugar, syrup, and salt; bring mixture to a boil while stirring, then continue to boil without stirring for 4 more minutes. When mixture starts to bubble like lava, remove the caramel from heat. stir in soda and vanilla, then pour the caramel over every layer of popcorn.

Place popcorn in baking dishes and cook in oven for an hour, removing the dishes to stir the popcorn occasionally. Set on stovetop, let cool and then serve.

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