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Grandma Sue's Caramel Corn

Grandma Sue's Caramel Corn

  • Author: Sarah Marx Feldner
  • Prep Time: 30 minutes
  • Cook Time: 1 hour
  • Total Time: 1 hour 30 minutes
  • Yield: About 12 cups 1x
  • Category: Candy
  • Cuisine: American
  • Diet: Gluten Free


I'd recommend working with a silicone spatula and a trusty candy thermometer to make this recipe successfully.


  • 12 cups popped popcorn (from 1/2 cup popcorn kernels)
  • 2 sticks unsalted butter (1 cup, 8 oz)
  • 1 cup packed light brown sugar (213 g)
  • 1/4 cup light corn syrup
  • 1/2 tsp baking soda
  • 1/2 tsp fine-grain salt (like table or sea salt)
  • 1/2 tsp pure vanilla extract


  1. Preheat oven to 225°F
  2. Pop the popcorn, then place in an ungreased roasting pan. Set aside.
  3. In a medium saucepan over medium heat, stir together the butter, brown sugar and corn syrup until the butter is melted and everything is well combined. Continue cooking, without stirring, until the gently boiling mixture reaches 235°F, about 5 minutes.
  4. Immediately turn off the heat and, working quickly, stir in the baking soda, salt and vanilla. Mixture will turn opaque and foamy. Pour over the popcorn and stir gently to coat evenly.
  5. Bake 50-60 minutes, stirring every 20 minutes, until the popcorn is golden, the kitchen smells caramely, and the sauce is no longer coating the bottom of the pan but sticking to the popcorn.
  6. Let cool completely, then store in an airtight container.


  • Pop the popcorn however you prefer. Air popped is great. I pop it on the stovetop: 1/2 cup kernels + 2 tablespoons oil. I usually pop my popcorn with a higher fat ratio, but since this caramel corn is SO buttery, there's no need for the popcorn itself to be, too. (Just make sure to use a neutral-flavored oil.)
  • Confession: I never measure out the 12 cups of popcorn, I just use however much popcorn I get from popping 1/2 cup of kernels.
  • When transferring the popcorn to the roasting pan, be sure to leave out any unpopped kernels - protect those teeth!
  • You'll want to use a high-sided roasting pan for this recipe (it makes stirring the caramel corn SO much easier than if using a sheet pan). This is the pan I use (wedding present!). Note: If doubling the recipe, you will need two roasting pans.
  • When temping the caramel mixture, make sure the thermometer doesn't touch the bottom of the pan - it will give you an inaccurate read. This is the thermometer I like to use.
  • Once the caramel mixture reaches 235°F, you'll need to work quickly to prevent the temperature from going any higher. That said, I recommend prepping the "add-ins" ahead of time: Put the baking soda and salt together in a small bowl and the vanilla in another.
  • Increasing the vanilla to a full 1 teaspoon sounds delicious to me!
  • Once out of the oven, I like to transfer the caramel corn to a parchment-lined baking sheet (this helps keep it from sticking to the roasting pan as it cools). I'll then sprinkle with flaky sea salt and let cool completely on a wire rack. Break up any clumps as desired.
  • p.s. Sue's original recipe does not call for a candy thermometer. Instead, you microwave the butter, brown sugar, and corn syrup together in 5 minute intervals for 15 minutes total. But all microwaves are powered differently and this method doesn't work for me: The last time I tried, the "caramel" was burnt before minute 10. 😭 But, this is how Sue makes it, and hers is always *amazing!* So if you don't have a candy thermometer, you could always give this method a try. 🤞

Keywords: caramel corn, caramel recipes, family recipes, gluten free desserts, gluten free snacks, naturally gluten free recipes, food gifts, holiday food gifts