Have a movie night at home with the family and munch on this super tasty Caramel Marshmallow Popcorn that comes together in just 5 minutes.holding a handful of caramel marshmallow popcorn

Who doesn’t love a yummy treat while watching a movie or binging on Netflix?! Of course, you don’t want to develop terrible habits like me where you eat a bowl of ice cream and then finish off with a (couple) bowls of popcorn and a diet soda. We should probably just have some fruit and dip but sometimes it’s nice to have a little special treat like this super easy and simple Caramel Marshmallow Popcorn!
ingredients and prepping marshmallow caramel popcorn, with butter and brown sugar in a pot and popcorn in a different pot

I was introduced to this addicting popcorn at my first visit to my in-laws. Oh, my! The caramel is so soft and buttery I just can’t resist one, two, three more bites.  I ate so much of it, they probably thought I was a pig. So so good! Isn’t it great to marry into a family and acquire tons of yummy recipes?! This is why newlyweds put on weight their first year of marriage.pouring caramel on popcorn in a glass bowlFor this recipe you can use 2 bags of popcorn popped in the microwave, Skinny Pop, OR make your own popcorn. I like to pop my own because it’s fresh and less expensive. And guess what? You don’t need a special popcorn popper! If you have a large 5 or 6 quart pot you can make it right on your stovetop! Stovetop Popcorn takes 3 minutes. No burnt pieces and hardly any kernels left unpopped. I really hate having tons of kitchen gadgets fill my limited amount of cupboard space so discovering this method was a dream come true!a small blue bucket full of caramel marshmallow popcorn

Really, this Caramel Marshmallow Popcorn is a cinch! Just melt the butter and sugar. Stir in the marshmallows until smooth and then pour it over the popcorn. You can eat it right away or store it in an airtight container once it cools… if you have any leftover. I seriously ate at least a third of this recipe while taking pictures of it. My self-control goes out the window when Caramel Marshmallow Popcorn is in front of me.stirring caramel marshmallow popcorn with a spatula in a glass bowl

holding a handful of caramel marshmallow popcorn
5 from 22 votes↑ Click stars to rate now!
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Caramel Marshmallow Popcorn

Have a movie night at home with the family and munch on this super tasty Caramel Marshmallow Popcorn that comes together in just 5 minutes.
Prep Time 5 minutes
Cook Time 5 minutes
Total Time 10 minutes
Servings 12 cups
Author Melanie


  • 12 cups popcorn
  • ½ cup butter
  • ½ cup brown sugar
  • 12 marshmallows (the big ones. NOT miniature)


  • Place popcorn in a large mixing bowl. Make sure there are no unpopped kernels. Set aside.
  • Place butter and brown sugar in a medium sauce pan over medium heat. Heat and stir until just melted. Add the marshmallows and keep stirring until melted and smooth.
  • Pour caramel over the popcorn and gently mix with a rubber spatula until evenly coated.
5 from 22 votes

Nutrition Information

Calories: 167 | Carbohydrates: 23g | Protein: 1g | Fat: 8g | Saturated Fat: 4g | Cholesterol: 20mg | Sodium: 76mg | Potassium: 48mg | Fiber: 1g | Sugar: 13g | Vitamin A: 260IU | Calcium: 10mg | Iron: 0.4mg

Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.

Course Dessert, Snack
Cuisine American

More Yummy Marshmallow Recipes:

smores cupcakes on a wooden board with chocolate and marshmallows in the backgroundS’mores Cupcakes

Valentines Smores Trail Mix in a bowl

S’mores Trail Mix

caramel Marshmallow Popcorn being mixed in a bowl and pouring caramel on popcorn in a bowl
mixing Caramel Marshmallow Popcorn


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About the author

Holly is a wine and cheese lover, recipe creator, shopping enthusiast and self appointed foodie. Her greatest passion is creating in the kitchen and making deliciously comforting recipes for the everyday home cook!
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Recipe Rating


  1. I used your caramel marshmallow popcorn recipe, but used it with rice krispies because my grandson can’t have popcorn because he wears braces. It was a HIT all around! Thank you!5 stars

  2. So easy and delicious. Will definitely make more. I used a conversion chart, all I had was miniature marshmallows. My hubby counted out 156 mini marshmallows. For 167 calories what is serving sizej?

    1. Your husband is the best June! For accurate nutritional information, we recommend using a nutrition calculator like MyFitnessPal or similar. But it would be for 1 cup of popcorn.

  3. Amazing how such a simple recipe can be sooooo yummy! I’ve made this three weeks in a row. My entire family loves it. Great job!5 stars

  4. Found your site on Pinterest, you have some great recipes. This is my first visit to you site, really enjoy the good recipes you have. Thank you.