This gooey, buttery, melt-in-your-mouth popcorn is what movie nights dream about. Imagine warm caramel that cloaks every crunchy kernel, then soft mini marshmallows folding in to create pockets of sweet, pillowy goodness—creamy, chewy, and utterly irresistible. A fun fact: combining marshmallow with caramel goes back to classic candy-making tricks where the marshmallow adds softness and the caramel adds depth; together they make ordinary popcorn feel like a celebration.
This recipe is special because it’s simple, fast, and made with pantry ingredients. It’s perfect for families, birthday parties, or just a cozy night at home. If you love easy caramel snacks, don’t forget to check out our other treats like this gooey marshmallow caramel popcorn recipe for more inspiration. Ready to make a batch? Let’s get popping!
What is Gooey Marshmallow Caramel Popcorn?
Gooey Marshmallow Caramel Popcorn sounds like a dessert and a snack had a delightful, sticky baby—and that’s exactly what it is. Why is it called “gooey”? Because warm marshmallows and caramel melt into the popcorn and create those irresistible soft pockets that make you smile with every bite. Who came up with the name—an inspired snack-lover or someone who just tasted heaven and couldn’t be restrained? Either way, this treat proves that “the way to a man’s heart is through his stomach.” Ready to taste what the fuss is about? Try it and you’ll see why everyone keeps reaching for just one more handful.
For a fruity contrast, try our air-fried apple wedges with caramel whipped cream if you want a companion snack with a lighter, tart bite.
Why You’ll Love This
- Decadent texture: The main highlight is the contrast—crispy popcorn envelopes drenched in glossy caramel with soft, melted marshmallow pockets. It’s a sensational combo of crunch and chew that delights every time.
- Budget-friendly treat: Making this at home costs far less than store-bought gourmet popcorn and you control the ingredients. A few pantry staples transform into a crowd-pleasing snack for pennies.
- Flavor boosters: Brown sugar caramel, a touch of butter, and real vanilla give deep caramel notes, while the marshmallows add sweetness and softness. A pinch of salt balances everything so it never tastes one-note.
If you enjoy sticky-sweet snacks, this shares the same cozy vibe as our apple caramel bombs, but it’s easier to snack on while watching a film. Make a batch and share—it’s impossible to hide from compliments.
How to Make
Quick Overview
This recipe is straightforward and ideal for beginners. The caramel is cooked briefly for a rich, buttery flavor, the popcorn gets evenly coated and baked to stay crispy, and the marshmallows melt in at the end to add gooeyness. Total time is about 60 minutes (10 minutes prep, 50 minutes cook/bake).
Ingredients
- 1/2 cup popcorn kernels, popped (about 12–14 cups popped popcorn), remove unpopped kernels
- 1 cup brown sugar, packed
- 1/2 cup butter, unsalted, melted
- 1/4 cup corn syrup (light), room temperature
- 1/2 teaspoon salt
- 1/2 teaspoon baking soda
- 1 teaspoon vanilla extract
- 2 cups mini marshmallows, at room temperature
Directions
- Preheat your oven to 250°F (120°C). Prepare a large baking dish or rimmed baking sheet so the popcorn can be spread in a thin layer.
- Place the popped popcorn in the large baking dish, gently removing any large unpopped kernels so they don’t bite you later.
- In a medium saucepan over medium heat, melt the butter until it’s fully liquid and slightly foamy.
- Add the brown sugar, corn syrup, and salt to the melted butter. Stir to combine, then bring this mixture to a boil while stirring constantly so it doesn’t scorch.
- Let the caramel boil for about 5 minutes without stirring. Watch carefully; a steady simmer gives the caramel that deep flavor and helps it coat the popcorn well.
- Remove the pan from heat and stir in the baking soda and vanilla extract. The baking soda will foam the caramel slightly—this lightens it so it coats more evenly.
- Pour the caramel mixture over the popcorn and carefully fold or stir with a spatula to coat the popcorn evenly, working quickly but gently to avoid crushing the kernels.
- Bake in the preheated oven for 45 minutes, taking the dish out to stir every 15 minutes. This keeps the popcorn crisp and ensures an even coating.
- Once done, remove from the oven and while still warm, add the mini marshmallows and stir gently so they just begin to melt into the popcorn creating gooey pockets.
- Allow the popcorn to cool completely before serving so the caramel firms slightly and the texture becomes perfect.

What to Serve With
This popcorn shines on its own but pairs well with drinks and other snacks:
- Cold milk or iced coffee for a sweet-and-creamy pairing.
- Sparkling lemonade or soda to cut through the richness.
- Fresh fruit platter (apple slices, grapes) for a refreshing contrast.
- A small bowl of salted nuts or pretzels for those who love a salty-sweet mix.
Top Tips for Perfecting
- Use fresh popped popcorn: Pop kernels just before making the caramel so the popcorn is dry and ready to absorb the coating.
- Watch the caramel: Keep an eye during the boil—too hot and it can burn; too low and it won’t set properly.
- Don’t skip the baking: The low oven time helps keep popcorn crispy under a sticky coating.
- Adjust sweetness: For a less-sweet version, reduce brown sugar to 3/4 cup and add a bit more salt.
- Flavor variations: Add a sprinkle of cinnamon, a pinch of cayenne, or swap half the mini marshmallows for chocolate chips for a twist.
Storing and Reheating Tips
- Room temperature: Store in an airtight container for up to 3 days—keep it sealed to maintain crunch.
- Refrigeration: Not necessary; refrigeration can make the marshmallow parts firmer and the caramel tacky. If you must refrigerate, use an airtight container and bring to room temperature before serving.
- Freezing: Not recommended because marshmallows change texture after freezing and thawing.
- Re-crisping: If the popcorn loses crispness, spread on a baking sheet and warm in a 250°F oven for 5–8 minutes, watching closely so marshmallows don’t melt too much.
FAQs
Can I use microwave popcorn instead of popping kernels?
Yes, as long as you use a plain, unsalted microwave popcorn. Remove any excess butter or seasoning before coating with caramel so flavors remain balanced.
What if my caramel is too hard or too soft?
Too hard means it was cooked too long or too hot—discard and make a fresh batch. Too soft may mean undercooked; warming gently and simmering a minute or two longer can help, but be careful not to burn it.
Can I make this nut-free and allergy-friendly?
Absolutely—this recipe contains no nuts by default. Avoid cross-contaminated popcorn or toppings and ensure marshmallows are safe for your household.
How do I prevent the popcorn from becoming sticky clumps?
Stirring every 15 minutes during baking helps. Also, spread the popcorn in a single thin layer so it dries evenly. Cool completely before storing.
Can I add chocolate or other mix-ins?
Yes—if adding chocolate chips, wait until the popcorn has cooled slightly so chips don’t melt completely; you can also drizzle melted chocolate over cooled popcorn for a decorative finish.
Conclusion
This Gooey Marshmallow Caramel Popcorn is an easy, crowd-pleasing snack that combines crunchy, sweet, and chewy textures in every bite. It’s simple to make with common pantry ingredients and perfect for sharing at gatherings or savoring during a cozy night in. If you want to compare versions or get inspiration from another tried-and-true recipe, check out this delicious twist at Marshmallow Caramel Popcorn – Dang That’s Sweet. Try it tonight and watch it disappear—then come back to tell us which tweak became your favorite.

Gooey Marshmallow Caramel Popcorn
Equipment
- Medium Saucepan
- Baking Dish
- Spatula
Ingredients
Popcorn
- 1/2 cup popcorn kernels Popped (about 12–14 cups popped popcorn), remove unpopped kernels
Caramel Mixture
- 1 cup brown sugar Packed
- 1/2 cup unsalted butter Melted
- 1/4 cup corn syrup Light, room temperature
- 1/2 teaspoon salt
- 1/2 teaspoon baking soda
- 1 teaspoon vanilla extract
- 2 cups mini marshmallows At room temperature
Instructions
- Preheat your oven to 250°F (120°C). Prepare a large baking dish or rimmed baking sheet so the popcorn can be spread in a thin layer.
- Place the popped popcorn in the large baking dish, gently removing any large unpopped kernels.
- In a medium saucepan over medium heat, melt the butter until it’s fully liquid and slightly foamy.
- Add the brown sugar, corn syrup, and salt to the melted butter. Stir to combine, then bring this mixture to a boil while stirring constantly.
- Let the caramel boil for about 5 minutes without stirring. Watch carefully.
- Remove the pan from heat and stir in the baking soda and vanilla extract.
- Pour the caramel mixture over the popcorn and carefully fold or stir with a spatula to coat the popcorn evenly.
- Bake in the preheated oven for 45 minutes, stirring every 15 minutes.
- Once done, remove from the oven and while still warm, add the mini marshmallows and stir gently.
- Allow the popcorn to cool completely before serving.