Why You’ll Love This Marshmallow Caramel Corn
If you’re a fan of sweet and salty snacks, then Marshmallow Caramel Corn is about to become your new go-to treat. This indulgent, homemade snack brings together the light crunch of popcorn, the gooey sweetness of marshmallows, and the rich, buttery flavor of caramel. It’s a sweet, irresistible combination that’s perfect for movie nights, holiday gatherings, or as a fun party snack.
What sets Marshmallow Caramel Corn apart from other caramel corn recipes is the addition of a fluffy marshmallow layer, which takes the traditional caramel corn to the next level. The marshmallows give the treat a chewy, melt-in-your-mouth texture, while the caramel provides that signature sticky sweetness that makes this snack so addictive.

Best of all, this recipe is simple to make and uses ingredients that you likely already have in your kitchen. Whether you’re making a batch for a special occasion or simply craving a homemade snack, Marshmallow Caramel Corn will quickly become a favorite!
What You’ll Need
Before diving into the recipe, let’s take a look at the ingredients and equipment you’ll need to make Marshmallow Caramel Corn.
For the Caramel Corn:
- 10 cups popped popcorn (about 1/2 cup unpopped kernels)
- 1 cup unsalted butter (2 sticks)
- 1 cup packed brown sugar
- 1/2 cup light corn syrup
- 1 tsp vanilla extract
- 1/2 tsp baking soda
- 1/4 tsp salt
For the Marshmallow Layer:
- 3 cups mini marshmallows
- 1/2 cup unsalted butter (1 stick)
- 1/2 tsp vanilla extract
Equipment:
- A large mixing bowl (for the popcorn)
- A large saucepan or pot (for the caramel)
- A spoon or spatula (for stirring)
- A baking sheet (for cooling the caramel corn)
- A microwave-safe bowl (for melting the marshmallows)

Step-by-Step Instructions
Now that you have all your ingredients ready, let’s walk through how to make Marshmallow Caramel Corn step by step.
Step 1: Pop the Popcorn
- Pop your popcorn: Start by popping 1/2 cup of unpopped popcorn kernels. You can use an air popper, stovetop method, or microwave popcorn. You’ll need 10 cups of popped popcorn in total, so make sure to pop enough to fill that amount. Set the popcorn aside in a large mixing bowl.
- Tip: Be sure to remove any unpopped kernels so they don’t end up in your caramel corn.
Step 2: Make the Caramel Sauce
- Melt the butter: In a medium saucepan, melt 1 cup of unsalted butter over medium heat. Stir occasionally to ensure it doesn’t burn.
- Add brown sugar and corn syrup: Once the butter is fully melted, add 1 cup of packed brown sugar and 1/2 cup of light corn syrup. Stir the mixture together until the sugar is dissolved and the ingredients are well combined.
- Bring to a boil: Increase the heat slightly and bring the mixture to a gentle boil. Allow it to boil for about 4-5 minutes without stirring. You’ll notice it will thicken and become a rich, golden caramel.
- Add the vanilla and baking soda: After boiling, remove the saucepan from the heat. Stir in 1 tsp of vanilla extract, 1/2 tsp of baking soda, and 1/4 tsp of salt. The baking soda will cause the caramel to bubble up, which is normal. This reaction helps to create a light, crispy texture once it cools.
- Pour the caramel over the popcorn: Immediately pour the hot caramel sauce over the popcorn. Use a spoon or spatula to gently toss the popcorn, making sure every kernel is coated in caramel.
Step 3: Bake the Caramel Corn
- Prepare the baking sheet: Preheat your oven to 250°F (120°C). Line a baking sheet with parchment paper or a silicone baking mat to prevent sticking.
- Bake the caramel corn: Spread the caramel-coated popcorn evenly on the prepared baking sheet. Place it in the oven and bake for 45 minutes, stirring every 15 minutes. This will allow the caramel to fully coat the popcorn and harden as it bakes.
- Let it cool: After 45 minutes, remove the caramel corn from the oven and allow it to cool on the baking sheet. While it’s cooling, move on to the marshmallow layer.
Step 4: Make the Marshmallow Layer
- Melt the butter and marshmallows: In a microwave-safe bowl, melt 1/2 cup of unsalted butter with 3 cups of mini marshmallows. Microwave the mixture in 30-second intervals, stirring after each interval, until the marshmallows are fully melted and smooth.
- Add vanilla: Once the marshmallows are melted, stir in 1/2 tsp of vanilla extract for flavor.
- Combine with caramel corn: When the caramel corn has cooled slightly but is still warm, pour the marshmallow mixture over the caramel-coated popcorn. Use a spatula to gently fold the marshmallow mixture into the caramel corn until evenly coated.
- Let the marshmallow layer set: Allow the mixture to cool and set for about 30 minutes, giving the marshmallows time to firm up and bind the caramel corn together.
Step 5: Serve and Enjoy
Once the Marshmallow Caramel Corn has fully set, it’s ready to serve! You can break it into pieces and serve it immediately or store it for later.

Tips for Success
Here are some helpful tips to ensure your Marshmallow Caramel Corn turns out perfectly every time:
- Be careful with the caramel: When making the caramel sauce, be sure to let it boil for the full 4-5 minutes without stirring. This ensures the caramel thickens properly. Don’t skip this step, as it helps create that perfect crispy texture once the caramel corn cools.
- Stir the caramel corn while baking: Stirring the caramel corn every 15 minutes during baking is crucial to prevent burning and ensure that the caramel evenly coats the popcorn.
- Use fresh marshmallows: For the marshmallow layer, make sure your marshmallows are fresh. Old marshmallows may not melt as smoothly, resulting in clumps.
- Cool completely before serving: Let the Marshmallow Caramel Corn cool completely before serving or storing it. This will help it set properly and prevent it from being too sticky.
- Don’t overbake: While it’s important to bake the caramel corn, be mindful not to overbake it. The caramel should be golden brown and crispy, but if you bake it too long, it could become too hard or burn.
Variations to Try
While the classic Marshmallow Caramel Corn is already amazing, there are plenty of fun variations to try that can take this treat to the next level:
- Add chocolate: Drizzle melted chocolate over the cooled Marshmallow Caramel Corn for an extra layer of sweetness. You can use dark, milk, or white chocolate, depending on your preference.
- Mix in nuts: Add some roasted nuts, such as pecans, almonds, or cashews, for a crunchy, savory contrast to the sweet caramel corn.
- Try flavored marshmallows: For a unique twist, use flavored marshmallows, like vanilla, strawberry, or even chocolate marshmallows, to change the flavor profile of the treat.
- Add sprinkles: If you’re making this treat for a special occasion, like a birthday or holiday, top the marshmallow-coated caramel corn with colorful sprinkles to give it a festive look.
- Make it spicy: For a spicy kick, add a pinch of cayenne pepper or chili powder to the caramel sauce. The combination of sweetness and heat is sure to surprise and delight your taste buds.
Storing and Reheating
Marshmallow Caramel Corn makes a large batch, and you’ll probably want to keep some leftovers for later! Here’s how to store and reheat your caramel corn:
Storing:
- At room temperature: Store the Marshmallow Caramel Corn in an airtight container at room temperature for up to 1-2 weeks. If it’s very humid in your area, consider storing it in a cool, dry place to keep it from becoming too sticky.
- Freezing: If you’d like to keep it longer, you can freeze the Marshmallow Caramel Corn. Place it in an airtight container or a resealable plastic bag, and store it in the freezer for up to 3 months.

Reheating:
If you want to reheat the caramel corn to restore some of its original crunch, you can do so in the oven:
- Preheat your oven to 250°F (120°C).
- Spread the caramel corn in a single layer on a baking sheet.
- Bake for 10-15 minutes, stirring occasionally, until it’s heated through and crispy again.
Frequently Asked Questions
Can I make Marshmallow Caramel Corn ahead of time? Yes, you can make it up to a day in advance. Just make sure to store it in an airtight container to keep it fresh.
Can I use microwave popcorn? Yes, you can use microwave popcorn, but be sure to pop enough to make 10 cups. Avoid using buttered popcorn, as it may interfere with the caramel coating.
Can I make this recipe without marshmallows? If you don’t want to use marshmallows, you can skip that layer. The caramel corn will still be delicious, but it won’t have the chewy marshmallow texture.
The Final Word
Marshmallow Caramel Corn is a delicious, indulgent treat that combines the best of both worlds: crunchy, buttery caramel corn and gooey marshmallows. It’s easy to make, customizable, and perfect for sharing with friends and family. Whether you’re preparing it for a special occasion or simply craving a sweet snack, this homemade caramel corn recipe will hit the spot every time. So grab your ingredients and get ready to indulge in one of the most irresistible snacks you’ll ever taste!