Aunt Val’s Caramel

This is the best caramel recipe ever! The soft caramel is perfect for caramel popcorn, drizzling over ice cream, or apple dipping! You will love it!


Easy soft caramel recipe for perfect caramel popcorn, ice cream topping or dipping! Only takes four ingredients and a few minutes to make!
Okay folks, this is my go-to caramel recipe. I almost want to keep it a secret. It is that easy and delicious. If you haven’t figured this out about me yet I am a sucker for things that are awesome and easy. Does that make me lazy? Probably. Will I ever change? Doubt it.

Ingredients for Homemade Caramel

Brown Sugar
Karo Syrup
Sweetened Condensed Milk

It really is so simple! Like most of the recipes I post on this blog, it is cost effective. I always have all these ingredients on hand (granted, the Karo syrup is only on hand for this very recipe, but still.) You can use this homemade caramel in a multitude of ways. My two favorites are caramel popcorn and caramel ice cream sundaes. Not your thing? Cake? Brownies? Dip for apples? Yes, yes and yes.

Easy soft caramel recipe for perfect caramel popcorn, ice cream topping or dipping! Only takes four ingredients and a few minutes to make!
All you do is melt the ingredients in a saucepan over medium-low heat. Once caramel is boiling cook for approximately two minutes stirring constantly.
Easy soft caramel recipe for perfect caramel popcorn, ice cream topping or dipping! Only takes four ingredients and a few minutes to make!

How to Make Caramel Popcorn

Pour caramel over popcorn immediately after removing it from the stove. This recipe will cover three or four bags of microwave popcorn thoroughly.

Easy soft caramel recipe for perfect caramel popcorn, ice cream topping or dipping! Only takes four ingredients and a few minutes to make!

Get yourself a spoon and enjoy!

How to Make Caramel with Condensed Milk


4.84 from 18 votes
Easy Caramel Recipe
  • 1 C . Brown Sugar
  • 1/2 cup butter
  • 1 C . light Karo syrup
  • 1 can sweetened condensed milk
  1. Melt all ingredients in a saucepan over medium-low heat.
  2. Once caramel is boiling, cook for approximately two minutes stirring constantly.
  3. If using for caramel popcorn: Pour over popcorn immediately (this recipe will cover three bags of microwave popcorn thoroughly.)
*I think it would be so cute to put this in the baby canning jars to give as gifts, just enough for a few bowls of ice cream once opened.
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Easy soft caramel recipe for perfect caramel popcorn, ice cream topping or dipping! Only takes four ingredients and a few minutes to make!
These oatmeal cookie brownies are TO DIE FOR! The perfect combo of both an oatmeal chocolate chip cookie and a brownie! Coconut No Bake Cookies The best peanut butter cookies ever.
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    If I pOp my own popcorn In an air popper should I salt and butter it before putting on the caramel sauce?


      You totally can but I don’t think it would need it! The sauce is pretty thick and delicious and I think it would be great even without the added salt and butter!


    Does this need refridgeration aFter making?


      Nope! We just store it in a tightly sealed container or air tight bag!


    That is some gorgeous caramel sauce!


      And it tastes as good as it looks ;)


    I know what I making this weekend! Caramel Popcorn has my name all over it!


      ALWAYS a good idea!

    Kristy Denney

    The best time of year for easy, delicious caramel to put on ALL The THings! YUM!


    Brown sugar caramel is my favorite! your recipe looks super easy! I can’t wait to try it!


      Thank you! I hope you love it!

    Erin | Dinners,Dishes and Dessert

    It looks really addictive! Can’t wait to try it!


    This is so easy and soooo yummy! I use it on anything and everything and its so yummy even all by itsself.


    this is ABSOLUTELY amazing!


      Yay! So glad you love it too!


    best caramel ever. Easy to make and delicious. thanks aunt val, we owe you!


      Yay! SO glad to hear you loved it!


    Perfection!!! This Caramel is the best ive ever Had!


      Yay! So good to hear!


    Delicious! Love how it’s softer and not tacky on my teeth! thanks


      Yay! I’m so glad, thanks for sharing!


    I love this recipe with caramel corn! It’s so quick and I usually have everything i need!


      Yes! It’s my go-to when i need a treat on short notice! So glad you like it too :)

    Jenifer Talbott

    It’s a PERFECT caramel popcorn pan

    Sandy Soldner Sorola

    oh and this one i posted below this comment is not one that hardens… besides that takes away the yummyness!

    Sandy Soldner Sorola

    another great option. 1 cup butter, 1 cup brown sugar and 9 large marshmallows… that’s it.. melt butter and brown sugar together, stir in Marshmallows until melted pour over large bowl of popped corn.


    My kids LOVED it. By the way, it also works GREAT in Coffee for extra flavor!


    Who needs a new pot? Tried and true always works best! The recipe sounds wonderful. My grandson will love it!


      haha so true! Thanks friend :)


    I have made this many times and put in oven @250 for 40 minutes and then it isn’t gooey. I also add a teaspoon of vanilla and nuts to the caramel before pooring over popcorn.


    save yourself time and energy use the microwave and the largest microwavable glass bowl, stirring every couple minutes until soft ball stage….so much easier…and if you know where to get puffed buttered corn instead of popcorn it is amazing


      great tips! Thanks friend!

    happy baker

    Would honey, brown rice syrup, or some more natural syrup work in this recipe????? I do not use corn syrup. Thanks!


      I made this tonight with half corn syrup, half honey, and it worked and was delicious – I would imagine you could sub honey for the corn syrup!

      Ag Educate

      BTW- Corn Syrup is “natural”. Corn is not a manufactured man made product. It is a plant that exists in nature much like brown rice. Brown rice syrup is also processed from a plant like corn syrup. I just love the way media and others can cloud things…. and the way people buy into it.


    Bet some added pumpkin pie spice would be good!


    I made this but didn’t realize until I had started that I was out of sweetened condensed milk, so I substituted a can of cream of coconut and it was AMAZING!!! Easy and delicious recipe. Thank You!


      oh my gosh that sounds so yummy!


    Mine was delicious tasted like a popcorn ball and wasnt sticky at all


      yay! that is so great to hear!

    Loie Lowry

    I made this for a New Year’s Eve party and it was fabulous. I was just looking at the recipe again and thought: “I wonder if chopped cashews would be awesome mixed in with the popcorn?” I think I will try it! Any ideas??


      I think deluxe mixed nuts would make it like PoppyCock.


        Great idea!!


    I think if after you put the carmel on it, spread it out on a cookie sheet and put it in a low temperature oven for about half an hour. Turn everything once. I agree with another reviewer about mixing in 1 tsp of soda.


    If making it for strictly caramel corn, add about a 1 teaspoon of baking soda. it will foam up, but should harden a little.


      would you add the baking soda at the end before pouring over the popcorn ?


    Is the microwave popcorn you use the buttered kind or plain as the picture looks like its buttered.


      Mine are buttered but either works great! I just use whatever I had on hand.


    Mine tasted great as well, but it was a tad on the soggy side. I must not have boiled it long enough. Regardless, it was a hit.

    Michelle Clark

    The end of the recipe says to grab a spoon, so I think for the popcorn it isn’t supposed to really harden. Either way, if I have to use a spoon or my fingers, this stuff is delicious. I have an entire jar left over for ice cream and whatever else my little heart desires.

    Michelle Clark

    The end of the recipe says to grab a spoon, so I think for the popcorn it isn’t supposed to really harden. Either way, if I have to use a spoon or my fingers, this stuff is delicious. I have an entire jar left over for ice cream and whatever else my little heart desires.


      You are absolutely right michelle! We love it soft and eat it out of cups! So yummy! but you can also follow the above instructions if you want it to harden!


    I used about 15 cups of air popped popcorn and I poured about half of the caramel over it. It covered it sufficiently and I was able to save the other half of the caramel for later. Delicious!


    I used about 15 cups of air popped popcorn and I poured about half of the caramel over it. It covered it sufficiently and I was able to save the other half of the caramel for later. Delicious!


    Very good and easy


    Hi there! This recipe is AMAZING!! I use the PUFFCORN and it is wonderfull.. I also save some of caramel for dipping apples!!! I just put in the fridge in a covered dish!!! It lasted almost a month in the fridge before I finished it!!!


      Yay! That is so great to hear! Thanks friend!


    I’m not sure what I did wrong, but after pouring the caramel over the popcorn and mixing it never hardened enough where you could eat it with your hands. We literally had to use a fork it was so sticky. Not sure why. We save the rest to use to dip fruit in. It tasted pretty good!

    Hi, Jessica. I just came over from pinterest, and I didn’t even realize it was your site until I went to pin it myself! I think I’m going to make some of this right now!

    Casey Gragg

    I plan on making this recipe BUT I’m going to used AIR popped popcorn (don’t have a microwave)and I’m going to go with MORE popcorn than what your recipe called for!! I’m not looking for a thick covering of the popcorn but just enough to give me the taste and maybe lower the intake of tons of lovely caramel (honestly I could eat tons of this) but I have to cut the calories some way!! just my thought!! Thanks I’ll come back and give you feedback!!


      genius! Thanks friend!


    Could someone let me know how much or size can of condensed milk


      I’m so sorry! It is the regular 14 oz can! Good luck!


    This is our new favorite recipe for caramel corn. Thank you for sharing!


    Love the recipe and so easy! My only suggestion (and maybe you have it there) is to pick the seeds out BEFORE you poor the carmel. Darn me! :) Amazingly good though! :)


    I just made this with my four year old daughter. We added peanuts and m&Ms and it’s super yummy. Thanks for the great recipe.

    Tameria Solorzano

    I made this super simple and yes delicious treat for myself and my kids last week… Needless to say I have bought enough ingredients to make 6 two gallon buckets for Christmas family gifts!!and another batch for home…. Yummy


    I made this for my son’s 1st birthday party (carnival theme). It got RAVE reviews. My cousin has since made about 15 batches for the nurses she works with. I am about to use the caramel in teacher gifts too. We can’t get enough!!Thanks for the fabulous recipe!!


      oh my gosh that is so great to hear! Thank you so much friend!


    Could you add marshmellows to this recipe?


    Mine shrunk up as well. I am assuming that I used to much condensed milk. I use 1/2 of a 12 ox. can. How big of a can are you talking about?


    What size can for condensed milk?

    Miranda Grimm

    Thanks for sharing! I found this on Pinterest and tested it out for a get together! Here are my results:


    What size can of sweetened condensed milk did you use? This sounds delicious!!

    Mom on a mission

    Did you use light or dark brown sugar?


    hi sarah.. you said that this popcorn recipe is a soft one. but after a while the csramel will harden right? it wont be sticky?


      Hi! Actually no, it shouldn’t harden! To me, that is what makes it so darn delicious! I hate popcorn that feels like its cracking your teeth, but it’s completely personal preference. If you want a hardened popcorn ball type recipe this isn’t the one for you. Good luck!


    Do you think you can use hulless popcorn>


      Honestly, I have never tried, so I can’t say for sure. I imagine it would work? Let me know if you try it! Good luck :)


    Wow, that was so easy and so dang good. Thanks for sharing. It was a perfect after church snack.


      Amber, thanks for coming back to let me know how it went, you totally made my day! I’m so glad you enjoyed it. All the best! :)


    I can’t wait to try this! If I use a hot-air popper, do you have any idea what measurements of unpopped kernals, OR about how many cups of popped popcorn would equal the 3 bags of microwave popcorn?


      Cher, I was wondering about that too so I looked it up! According to Pop Secret, one bag of microwaveable popcorn contains 3 tbsp. of unpopped popcorn. This translates to 4 cups of popped popcorn. So – for three bags of popcorn we would want to air pop 9 tbsp. of kernels to make 12 cups of popped popcorn! :)


      Thanks Sarah :)

    kerri-anne Forsyth

    Thanks for posting Jessica. This is the easiest recipe for caramel pop corn I have ever seen, I’m Australian and you have a lot of different terminalogy for products to us so please could you explain what karo syrup is, I would think it to be corn syrup would I be right or wrong.?


      Hi Kerri-Anne! So sorry for the delayed response. You are exactly right, Karo syrup is just a brand of corn syrup, its just what I have always called it! So sorry for the confusion and good luck with your caramel… it’s delicious!


    this looks so yummy! Might have to try it for Halloween nite snack. As far as the pot goes, a lot of my favorite kitchen things are the ones that look the worst…they are just well-loved – just like an old teddy bear. LOL


      You are so sweet! It’s true, I use my same favorite appliances all the time :). We are making this caramel popcorn for Halloween too, it’s tradition and i’m already so excited! I hope you enjoy yours.


    Could you then squish them into popcorn balls? Think the soft kind would hold together? I love the portability of popcorn balls.


      Hi! They would definitely mold to a ball, I just don’t think they would hold their shape very well. My favorite thing about this caramel popcorn is its softness, I don’t love crunchy popcorn balls, but I agree they are super cute and portable! I would put a scoop of this popcorn in the clear small cups and then cover them with cellophane or something! Good luck ;).


    Nice easy recipe…and as a cook I have my favorite pots and pans and some are not that pretty anymore….so its okay for a pot to be Seasoned any true cook would understand…thanks for sharing

      kerri-anne Forsyth

      To True thats a pot with character, and you know how much we all love a character.


      You are so sweet, thanks so much! It’s true, I totally have favorite bowls and cups so I understand :).


    The best! Thanks for this post! Awesomesauce!

    Rosalia Solis

    blah don’t know what I did wrong but when I poured my caramel on top it completely shrunk my popcorn n made it mushy.. Yuck!


      Oh no! I don’t know what to tell you, I have never had that happen to me before. It is a soft caramel recipe though, so it shouldn’t be crunchy or brittle afterward, it should be soft, but not mushy!


      My guess would be that maybe you used “light” margarine or butter, which has water in it…I have done that before and my popcorn totally shrunk too. Wonderful recipe!


      Thanks so much! And thanks for the heads up, now I will know how to answer that question!


      Mine was a mushy mess too, I did not use light butter either!! Super bummed, my kids LOVE caramel popcorn!!


      Maybe it wasn’t boiled enought to thicken or maybe it should be cooled for a bit to thicken just enough not to soak the popcorn?


    Is the popcorn good after storing or does it need to be eaten right away?


      It will store well for a few days, (maybe 48 hours) in an airtight container. After that I personally don’t like it as much!


    Is a cube of butter a stick?


    On canning the caramel do you water bath or pressure cook the jars? If pressure for how long and what pressure? For water bath process time?


      I don’t actually process the cans since it keeps so long in the fridge. I just pour it in the cans, and if I give it as a gift I would just leave a little note saying that it needs to be refrigerated!

    Bonnie the Boss

    This is the recipe I have used for years! It is awesome!


      Isn’t it delicious?? And the best part is how easy it is to make!

    The Farm-Marm

    I think I just gained 5 pounds…..
    I am on my way to the store for some popcorn!


    So by three bags of popcorn….are you using microwave popcorn that is salted and buttered or is it something different??


      Yes I use microwave popcorn! I have tried it with salted, buttered and plain and they all work great! Whatever your preference is, will work.


    I want to know what a cube of butter is also and how did you “can” the caramel sauce.


      I don’t actually process the cans typically, since it lasts so long in the fridge! If I give it as a gift I just leave a note saying to make sure you refrigerate!

      Also, yes, a cube of butter should read 1/2 cup! I’m sorry, I should have been more clear on that.


    How much is 1 “cube” of butter? Like 1 whole stick?


      Yes, one whole stick! I’m sorry I should have been more specific! :)


    This looks and sounds heavenly!! This is being featured today at {Junk in their Trunk}, thanks for linking up!!


    Oh yum caramel! whats not to like :)


    I never realized how easy it was to make caramel, I will have to try this! The popcorn looks really good too. Thanks for sharing at Showcase Your Talent Thursday. I hope to see you there next week!

    Michelles Tasty Creations


    Thanks so much for linking up to Creative Thursday this week. I don’t know what else to say except oh, my! This is so delicious looking and Caramel Corn is my Favorite! Can’t wait to try this recipe.

    Hope to see you again next week. Have a wonderful weekend.



    Ohhh caramel corn is delicious but I’ve never made it at home, will have to try this!!



    This caramel corn IS delicious. It is MY real Aunt Val’s original receipe!!