Recipe- Mamaw June’s Caramel Corn with Homemade Caramel Sauce

I was sitting outside today looking at a handwritten cookbook my Grandmother gave me a few years ago.  It’s a delicate little book and is probably one of my most prized possessions.  When my Grandmother gave it to me, I promised her I was going to make everything in it.  And here I am…keeping my promise.  Here is a picture of the book:


And here is a picture of my Mamaw June…


She’s the one on the far right.  Isn’t she awesome?!  She’s ninety-one years old and loves Jesus and the St. Louis Cardinals.  And she is great down-home-southern cook.  She’s currently in a rehabilitation facility due to some health issues.  We live 15 hours apart, and I miss her so much.  Given that it’s Grandparent’s Day today and fall is upon us, I wanted to make something from my favorite little kitchen resource:  my grandma’s cookbook.  Tucked behind a recipe for German Chocolate Cake (I’ll be doing that one soon), I found a recipe for caramel corn.  I’ve been on the phone with her all day, making sure I got it right.  My husband told me I nailed it.  No, honey.  Mamaw June nailed it…yet again.  Here are some tricks-of-the-caramel-corn-trade I learned today:


When it comes to the popcorn, my grandma says “yellow corn” is the best.  This is the kind you pop yourself on the stove or in a microwave popcorn popper.  I used bagged popcorn that you pop in the microwave and it turned out great.  Just make sure to get the kind with no salt and no butter.

Okay.  The difference between light brown sugar and dark brown sugar is the amount of molasses that is added.  The more molasses added, the darker the sugar.  Dark brown sugar works better for making caramel.

I used a rubber spatula to stir everything.  It’s easy on the popcorn kernels and the caramel sauce runs off of it easily while cooking.

Add baking soda to make the caramel more fluffy instead of waxy…but BEWARE!  One thing my grandma didn’t tell me:  the caramel sauce will puff up like the Marshmallow Man once you stir in the baking soda.  Be prepared to drizzle your sauce over the popcorn as soon as the baking soda is added.  It will chill out and go back to more of a sauce a few minutes after.  This is good.

Baking this in the oven is optional, but my family prefers it this way.  It helps set the caramel mixture and makes a brittle around the popcorn once it’s cooled.

Adding peanuts is optional.  If you choose to use them, add them after you have added the caramel to the popcorn and stir well.

This recipe makes A LOT of caramel sauce.  My grandma told me to use six cups of popcorn.  I used ten.

With that being said, please know this caramel turns out really, REALLY friggin’ good.  I’m so honored to be able to share it with you.  It makes my heart happy.

Happy Fall, Ya’ll.










  1.  Preheat oven to 250 degrees.  Pour popcorn (or “popped corn”) into a large, greased baking dish and sprinkle with salt.
  2. Mix brown sugar, Karo syrup, butter, and cream of tartar in medium sauce pan.  Heat over low heat until butter is melted.  Once the butter melts, turn the heat up to medium high and boil for five minutes.  Stir frequently.
  3. Remove caramel sauce from heat and stir in baking soda.  Immediately pour caramel over popcorn, stirring to make sure all kernels are covered.
  4. Bake in preheated oven for thirty minutes, stirring every 10-12 minutes.
  5. Carefully remove the pan from the oven and spread the caramel corn out on wax paper.  I used a slotted spoon and rubber spatula to do this part.  Let cool for 1-2 hours.
  6. Enjoy!


I thought about adding pumpkin spice to this to see how it would turn out.  Maybe next time!

If you liked this post, you should check out my other ones!  Don’t forget to subscribe and follow me on IG and Pinterest.

I love feedback!  If you loved (or hated) this recipe…please leave me a comment below.  I love hearing your thoughts.

To see the other recipes from my grandma that have been posted so far, click the links below:

Mamaw June’s Peach Cobbler

Mamaw June’s Party Mix

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