There's something utterly delightful about the combination of warm, sweet caramel and fluffy marshmallows, isn’t there? As the cool, crisp evenings begin to roll in, I find myself longing for cozy treats that can bring back those childhood memories of movie nights filled with laughter and crisp popcorn. This Gooey Marshmallow Caramel Popcorn recipe has quickly become a favorite in my home—easy to whip up and utterly irresistible.
Recently, I had friends over for a casual movie marathon, and with only a handful of ingredients, this treat transformed a simple popcorn bowl into a festive centerpiece. Imagine the playful crunch of popcorn enveloped in rich caramel, with gooey marshmallows adding a touch of sweetness; it’s the perfect antidote to any fast-food fatigue you might be feeling. Plus, you can make this delightful snack in just 20 minutes, making it a savvy solution for last-minute gatherings. So, let’s get started on creating that unforgettable crunch!
Why You'll Love This Gooey Marshmallow Caramel Popcorn
- This Gooey Marshmallow Caramel Popcorn is incredibly easy to make, requiring just a handful of simple ingredients.
- The rich flavor combination of caramel and marshmallows creates an irresistible treat that will have everyone coming back for seconds.
- Its versatility means you can enjoy it at movie nights, parties, or even as a fun afternoon snack.
- Visually, this popcorn is a showstopper, with its glossy caramel coating and fluffy marshmallow sweetness making it hard to resist.
Gooey Marshmallow Caramel Popcorn Ingredients
Get ready to transform your popcorn experience!
For the Popcorn
• 8 cups popped popcorn – use plain, unsalted popcorn to let the flavors of caramel and marshmallows shine through.
For the Caramel Mixture
• 0.5 cup butter – adds richness and depth to your caramel flavor.
• 1 cup brown sugar – packed brown sugar gives that lovely, deep sweetness.
• 0.25 cup heavy cream or milk – cream ensures a velvety texture for the sauce.
• 0.5 cup caramel candies (optional) – for an extra kick of caramel flavor, toss them in if you like!
For the Flavor Boost
• 1 teaspoon vanilla extract – just a dash enhances the overall warmth of the treat.
• 0.25 teaspoon salt – balances the sweetness perfectly, making every bite delightful.
For the Sweetness
• 2 cups mini marshmallows – they provide that gooey texture, ensuring your caramel popcorn is irresistibly chewy.

How to Make Gooey Marshmallow Caramel Popcorn
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Prepare the popcorn by placing the 8 cups of popped popcorn in a large bowl. This will be your base for all the gooey goodness arriving soon!
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Melt the 0.5 cup of butter in a medium saucepan over low heat. Gradually stir in 1 cup of packed brown sugar and 0.25 cup of heavy cream or milk until the mixture is smooth and bubbles gently, about 2-3 minutes.
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Incorporate the caramel candies, if you’re using them, into the buttery mixture. Stir continuously for about 1-2 minutes until fully melted and combined for that extra caramel kick.
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Remove the saucepan from heat and add 1 teaspoon of vanilla extract and 0.25 teaspoon of salt. Give it a good stir to ensure all flavors marry beautifully together.
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Mix in the 2 cups of mini marshmallows right into the warm caramel sauce. Stir gently until the marshmallows start to melt and blend, creating a delightful gooey texture.
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Combine the caramel mixture with your popcorn. Pour it generously over the popcorn, then gently fold the two together until the popcorn is evenly coated with the delicious gooeyness.
Optional: Drizzle with extra melted chocolate for an added touch of indulgence!
Exact quantities are listed in the recipe card below.
Gooey Marshmallow Caramel Popcorn Variations
Feel free to put your own spin on this delightful treat with these fun variations!
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Nutty Surprise: Add 1 cup of chopped nuts, like peanuts or almonds, for a crunchy contrast to the gooey sweetness.
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Choco-Lovers: Mix in 1 cup of mini chocolate chips right after combining the popcorn with the caramel for an indulgent twist. The melty chocolate pairs beautifully with the caramel and marshmallows.
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Spicy Kick: Sprinkle in 1 teaspoon of cayenne pepper or chili powder while mixing the caramel for a surprising heat that complements the sweetness nicely. This adds an exciting layer of flavor!
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Festive Sprinkles: For a cheerful look, toss in ½ cup of colorful sprinkles before serving. They not only add a pop of color but also make this treat perfect for parties!
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Dairy-Free Delight: Substitute butter with coconut oil and heavy cream with dairy-free alternatives for a vegan-friendly version that doesn't skimp on sweetness.
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Fruity Twist: Fold in ½ cup of dried fruits, like cranberries or sliced apricots, for a chewy texture that complements the gooeyness and adds a fruity burst in every bite.
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Salted Caramel: Drizzle extra melted caramel over the finished popcorn, then sprinkle with sea salt for an irresistible sweet and salty combination.
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Boozy Flavors: For the adults, replace the vanilla extract with your favorite liqueur, such as Amaretto or Frangelico, to elevate the flavor profile and make it extra special.
How to Store and Freeze Gooey Marshmallow Caramel Popcorn
Room Temperature: Store any leftover popcorn in an airtight container at room temperature for up to 3 days to maintain its texture.
Fridge: If you prefer a cooler treat, keep it in the fridge in a sealed container for up to 1 week, though it may become slightly chewy.
Freezer: For longer storage, freeze the popcorn in an airtight bag for up to 2 months. Let it thaw at room temperature before enjoying.
Reheating: If the popcorn loses its crunch, reheat in the oven at 250°F (120°C) for about 10 minutes, ensuring it warms through without burning.
What to Serve with Gooey Marshmallow Caramel Popcorn?
When you’re indulging in the sweet, sticky delight of caramel popcorn, it’s essential to create a full meal experience that sings with flavor harmony.
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Creamy Mac and Cheese: The smooth, cheesy richness complements the sweet popcorn perfectly, making for a delightful contrast of flavors.
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Fresh Fruit Salad: Bright, juicy fruits add a refreshing balance to the sweetness, making each bite feel light and invigorating.
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Savory Cheese Platter: A mix of sharp and mild cheeses provides a nice contrast, as the savory notes enhance the sweetness of the popcorn.
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Spiced Hot Chocolate: The warm, chocolatey goodness infused with spices creates a comforting beverage that pairs beautifully with the gooey treat.
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Chocolate-Dipped Strawberries: These sweet, luscious berries add an elegant touch, creating a dessert duo that delights the senses.
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Vanilla Ice Cream: Serve it alongside a scoop of vanilla ice cream for a deliciously creamy experience that melts in your mouth.
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Classic Movie Snacks: Think of candy bars or licorice for those who crave more sweet treats while enjoying a movie night together.
Combining these delectable options will not only elevate your snack but also make your gathering a memory-filled occasion. Enjoy!
Make Ahead Options
These Gooey Marshmallow Caramel Popcorn treats are perfect for busy home cooks looking to save time! You can prepare the caramel mixture and store it in the refrigerator for up to 3 days. Just melt the butter, mix in the brown sugar and cream until smooth, and add the caramel candies if using. After cooling, transfer it to an airtight container. When you're ready to serve, gently reheat the caramel mixture until it becomes pourable, then combine it with the popcorn and marshmallows just before enjoying. This way, you maintain that irresistible gooeyness and flavor, ensuring your treat is just as delightful as if made fresh!
Chef's Helpful Tips
- When making Gooey Marshmallow Caramel Popcorn, ensure your popcorn is freshly popped and unsalted to highlight the caramel's richness.
- To achieve a smooth caramel sauce, melt the butter slowly on low heat to avoid burning and add the brown sugar gradually for a seamless blend.
- Remember to stir the mixture continuously once you add the caramel candies to help them melt evenly and incorporate thoroughly.
- For best results, pour the caramel over the popcorn while still warm, as this helps the marshmallows melt and allows for better coating of the popcorn.
Gooey Marshmallow Caramel Popcorn Recipe FAQs
What kind of popcorn should I use for Gooey Marshmallow Caramel Popcorn?
Absolutely, the best choice is plain, unsalted popcorn. This allows the rich flavors of the caramel and marshmallows to shine through without any salty distractions!
How should I store leftover Gooey Marshmallow Caramel Popcorn?
After enjoying your treat, store any leftovers in an airtight container at room temperature for up to 3 days. This will help maintain its delicious texture and flavor. If you prefer a cooler snack, you can refrigerate it for up to a week, but it may become a bit chewier.
Can I freeze Gooey Marshmallow Caramel Popcorn?
Yes, for longer storage, you can freeze the popcorn! Just place it in an airtight bag and store it in the freezer for up to 2 months. When you’re ready to indulge again, let it thaw at room temperature. If it has lost some crunch, reheat in the oven at 250°F (120°C) for about 10 minutes to freshen it up.
What if my caramel mixture doesn’t come together properly?
Very few things are more frustrating than a separated caramel mixture! If this happens, try adding a splash more cream or milk while stirring on low heat. This should help emulsify the ingredients. Remember, patience is key; keep stirring gently until it all blends beautifully!
Are there any dietary considerations with this recipe?
If you have allergies, be cautious with caramel candies, as they may contain allergens like dairy or gluten. The mini marshmallows generally contain gelatin; if that's a concern, look for vegan alternatives. As for pets, this snack is not dog-friendly due to high sugar and fat content. Enjoy responsibly!
How can I make this popcorn a bit more festive?
The more the merrier! Feel free to add in some festive sprinkles or drizzle melted chocolate over the top for an extra touch of sweetness and visual flair. Mix in some chopped nuts for added crunch or seasonal flavors like cinnamon or pumpkin spice to take it to the next level!

Gooey Marshmallow Caramel Popcorn
Ingredients
Equipment
Method
- Prepare the popcorn by placing the 8 cups of popped popcorn in a large bowl.
- Melt the 0.5 cup of butter in a medium saucepan over low heat. Gradually stir in 1 cup of packed brown sugar and 0.25 cup of heavy cream or milk until smooth.
- Incorporate the caramel candies into the buttery mixture and stir until fully melted and combined.
- Remove from heat and add 1 teaspoon of vanilla extract and 0.25 teaspoon of salt. Stir to combine.
- Mix in the 2 cups of mini marshmallows into the warm caramel sauce until they start to melt.
- Combine the caramel mixture with the popcorn, folding gently until coated.





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