01 -
Pop enough popcorn to yield approximately 8 cups. Place the popcorn into a very large mixing bowl or roasting pan. Remove any unpopped kernels before continuing. Set aside.
02 -
Place the butter, brown sugar, corn syrup, and salt into a medium saucepan. Heat over medium heat, stirring occasionally as the butter melts. Continue heating until the mixture is completely melted and smooth.
03 -
Once the butter has melted and the mixture is combined, bring it to a gentle simmer. Stir continuously or very frequently to prevent the sugar mixture from sticking or scorching. Cook for approximately 2–3 minutes until the mixture is glossy and slightly thickened.
04 -
Remove the saucepan from the heat. Carefully stir in the vanilla extract, as the mixture may bubble slightly. Stir until fully incorporated.
05 -
Immediately pour the warm caramel mixture over the popped popcorn. Using a large silicone spatula or wooden spoon, gently toss the popcorn until it is evenly coated. Work quickly while the caramel is still warm and spreadable.
06 -
If using mini marshmallows, allow the caramel-coated popcorn to cool for a few minutes. Fold the marshmallows into the popcorn while it is warm but no longer extremely hot. For a crisp caramel corn, omit the marshmallows.
07 -
For clusters, transfer the coated popcorn onto a parchment-lined baking sheet and spread it into an even layer. For larger clusters, allow the popcorn to cool slightly and carefully form small handfuls with lightly buttered hands.
08 -
Let the caramel corn cool at room temperature for 20–30 minutes. As it cools, the coating will set and become easier to handle. Break apart larger clusters if desired.
09 -
Transfer the caramel corn to a large serving bowl. Serve immediately or store in an airtight container for later.