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Harvest Caramel Corn is a great Fall treat or Thanksgiving dessert the features salty popcorn, creamy caramel, and sweet chocolate. So very delicious and easy to make!

Closeup on white bowl filled with Harvest Caramel Corn sitting on a white table with an orange table linen in the background.

Nancy and I created a holiday-themed popcorn for Halloween called Candy Corn Popcorn.  It was delicious and we loved the way it turned out.  It was so good we decided to try to come up with something to celebrate Fall and Thanksgiving.  We went a different route and made caramel popcorn this time.  This Harvest Caramel Corn turned out great!  This is the best sweet version of popcorn we have ever made.  Salty popcorn, sweet creamy caramel, and the extra chocolate from the Rolo’s and M&M’s – so very yummy! And easy to make too.  This is a great Fall snack and will look gorgeous on your Thanksgiving Dessert Table.  Two Sisters Thumbs way up on this one!

Ingredients You Will Need

All the ingredients you will need to make Harvest Caramel Corn including popcorn, salt, brown sugar, butter, vanilla, baking soda, rolos, pretzel m&m's and regular m&m's.

How to Prepare the Popcorn

Collage image showing how to make homemade popcorn.

Step 1: You will need 10 cups of popcorn. We pop our popcorn on the stove (you can find our directions on How to Make Perfect Popcorn here) but you can use air-popped or microwave. 
Step 2: After the popcorn is popped, make sure to remove all of the un-popped kernels.  You don’t want to bite down on one of those! 
Step 3: Once you have made the popcorn, salt it liberally.  It is so nice to taste the salty popcorn with the sweet marshmallow coating.  Not quite like Kettle Corn but close.

How to Make the Caramel Mixture

Collage image showing how to combine and heat the ingredients for the Caramel Corn mixture.

Step 4: Melt 1 cup of butter in a medium saucepan over medium-low heat.
Step 5: Add 1 cup of light brown sugar.
Step 6: Stir until thoroughly mixed with the melted butter.
Step 7: Stirring continuously, bring the butter and sugar mixture up to a low boil. When it reaches a boil allow it to cook for 4 minutes without stirring.  

Collage image showing the different steps for making the caramel corn mixture.

Steps 8-9: After boiling for 4 minutes, add the vanilla and stir for one more minute.
Step 10: Take the caramel mixture off the heat and immediately add the baking soda.
Step 11:  Stire the mixture. This will cause the caramel to change colors and foam up a bit.  This is the chemical reaction that you want. The bubbling effect of the baking soda will aerate the caramel and make it lighter and smoother and therefore easier to coat the popcorn.

Assembling the Caramel Corn

Collage image showing how to cover the popcorn with the caramel mixture.

Step 12 & 13:  Slowly pour about a third of the caramel mixture over the salted popcorn.
Step 12: Gently fold the mixture in with the popcorn.  Continue to add the caramel mixture a bit at a time, stirring between each addition.
Step 13: The popcorn should be completely covered in the warm caramel corn mixture. 

Candy Mix-in’s

Closeup on three glass ramekins filled with M&M's Pretzel M&M's and Rolo Candies sitting next to a cookie sheet filled with Harvest Caramel Corn.

Step 16:  Here is the candy that we added to our Harvest Caramel Corn.  We added Rolo candy, Pretzel M&M’s (Brown, Yellow, Red, and Orange), and Regular sized M&M’s (Brown, Yellow, Red, and Orange).

Collage image showing how to add the Candy Mix-in's to the Harvest Caramel Corn.

Step 17: Pour the popcorn out onto a cookie sheet covered with aluminum foil or a Silpat liner.
Step 18: Let the popcorn cool and then sprinkle with your candy mix-ins. Now your super delicious Harvest Caramel Corn is ready to serve!

Expert Tips and FAQ’s

What kind of popcorn should I use?

We make our popcorn from scratch on the stove – nothing is better than that in our opinion.  You can find all the tips and tricks you need to make the perfect popcorn right here.  You can also use Microwave popcorn but you should use a type that has no butter flavoring added. 

How much salt should I put on the popcorn?

The contrast of sweet and salty in this popcorn recipe is super yummy.  To get that combination you should lean towards over-salting the popcorn.  We try to salt the popcorn as soon as it comes out of the pan so that salt sticks to the hot popcorn.

How long will the popcorn last?

Our family loves this popcorn so it has never lasted longer than a day at our house.  This popcorn definitely tastes the best right after it is made but will keep for a few days in an airtight container. The popcorn is a little chewier the next day because the popcorn absorbs some of the moisture from the marshmallow mixture but it still tastes good.

Closeup on a white serving bowl filled with Harvest Caramel Corn and sitting on a white table surrounded by Fall candy and autumn leaves.

Other Fall Dessert Recipes You Will Love

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Harvest Caramel CornPrint

Harvest Caramel Corn

Yield 10 cups
Cook Time 15 minutes
Total Time 15 minutes

Harvest Caramel Corn is a great Fall treat or Thanksgiving dessert the features salty popcorn, creamy caramel and sweet chocolate. So very delicious and easy to make!

Ingredients

  • 10 cups of Popped Popcorn
  • Salt (to taste)
  • 1 cup Butter (Sweet Cream Salted)
  • 1 cup Light Brown Sugar
  • 2 teaspoons Vanilla
  • 1/2 teaspoon Baking Soda
  • Mini Rolos or Regular Rolos
  • M&M Candy (Brown, Yellow, Red, Orange
  • Pretzel M&M's (Brown, Yellow, Red, Orange)

Instructions

  1. You will need 10 cups of popcorn. We pop our popcorn on the stove (you can find our directions on How to Make Perfect Popcorn here) but you can use air-popped or microwave. 
  2. After the popcorn is popped, make sure to remove all of the un-popped kernels.  You don’t want to bite down on one of those! 
  3. Once you have made the popcorn, salt it liberally.  It is so nice to taste the salty popcorn with the sweet marshmallow coating.  Not quite like Kettle Corn but close.
  4. Melt 1 cup of butter in a medium saucepan over medium-low heat.
  5. Add 1 cup of light brown sugar.
  6. Stir until thoroughly mixed with the melted butter.
  7. Stirring continuously, bring the butter and sugar mixture up to a low boil. When it reaches a boil allow it to cook for 4 minutes without stirring.  
  8. After boiling for 4 minutes, add the vanilla and stir for one more minute.
  9. Take the caramel mixture off the heat and immediately add the baking soda.
  10. Stir the mixture. This will cause the caramel to change colors and foam up a bit.  This is the chemical reaction that you want. The bubbling effect of the baking soda will aerate the caramel and make it lighter and smoother and therefore easier to coat the popcorn.
  11. Slowly pour about a third of the caramel mixture over the salted popcorn.
  12. Gently fold the mixture in with the popcorn.  Continue to add the caramel mixture a bit at a time, stirring between each addition.
  13. The popcorn should be completely covered in the warm caramel corn mixture. 
  14. Here is the candy that we added to our Harvest Caramel Corn.  We added Rolo candy, Pretzel M&M’s (Brown, Yellow, Red, and Orange), and Regular sized M&M's (Brown, Yellow, Red, and Orange).
  15. Pour the popcorn out onto a cookie sheet covered with aluminum foil or a Silpat liner.
  16. Let the popcorn cool and then sprinkle with your candy mix-ins. Now your super delicious Harvest Caramel Corn is ready to serve!

Did you Make this Recipe? Leave a review below, then snap a picture and tag @twosisterscrafting on Instagram so we can see it!

© Two Sisters Crafting
Cuisine: American / Category: Fall