If you’re craving a sweet, salty, and ultra-gooey snack, this Marshmallow Caramel Popcorn is about to become your new favorite treat. Made with just 4 simple ingredients and ready in 15 minutes, it’s the kind of easy dessert that disappears fast—especially once everyone goes back for seconds.
This recipe was passed down from my grandma, and after one bite, I knew it was special. The buttery marshmallow mixture coats every piece of popcorn, while the brown sugar adds a rich caramel-like flavor that takes it straight into Rice Krispie Treat territory… but even better.
Perfect for movie nights, parties, or a quick no-bake dessert, this popcorn is fun to make and even more fun to eat.
Why You’ll Love This Recipe
- Only 4 ingredients (plus optional add-ins!)
- No baking required
- Ready in 15 minutes
- Sweet, salty, crunchy, and gooey all at once
- Kid-friendly and perfect for gifting
Marshmallow Caramel Popcorn Ingredients
Main Ingredients
- 13–16 cups lightly salted popped popcorn
- 1 cup butter
- 16 oz mini marshmallows
- ¾ cup packed light brown sugar
Optional Add-Ins
- ½ teaspoon vanilla extract
- Flaky sea salt
- Mini M&M’s
- Mini chocolate chips
- Sprinkles
How to Make Marshmallow Caramel Popcorn
Step 1: Prep the Popcorn
Add popped popcorn to a very large bowl. Using pre-popped popcorn makes this extra easy, but homemade stovetop or microwave popcorn works too.
Step 2: Make the Gooey Marshmallow Mixture
In a large saucepan over medium-low heat, melt the butter and mini marshmallows together, stirring constantly until smooth.
Step 3: Add the Brown Sugar
Stir in the brown sugar and cook for about 1 minute, just until dissolved. Remove from heat and stir in vanilla if using.
Step 4: Coat the Popcorn
Pour the warm marshmallow caramel mixture over the popcorn and stir until evenly coated. Add more popcorn if needed to reach your desired gooey-to-crunchy ratio.
Step 5: Cool & Add Toppings
Spread the popcorn onto wax or parchment paper. Sprinkle with sea salt, candy, or chocolate chips if desired. Let cool slightly, then enjoy!
Tips & Fun Variations
- Shortcut option: Use bagged popcorn like Skinny Pop to save time.
- S’mores popcorn: Add Golden Grahams and chocolate chips.
- Extra indulgent: Use homemade marshmallow fluff.
- Holiday mix-ins: Red and green M&M’s, pastel sprinkles, or themed candies.
- Gifting idea: Package in clear bags or serve in small cups for parties and favors.
How to Store Marshmallow Popcorn
This popcorn is best enjoyed the same day it’s made while the marshmallow coating is fresh and gooey. If needed, store leftovers in an airtight container for up to 2 days, though the texture is best right away.
More Easy Popcorn & Snack Recipes You’ll Love
- Cookies and Cream Popcorn
- M&M Popcorn
- Cake Batter Popcorn
- Sweet Chex Mix
- Homemade Caramel Corn