I love to make ‘themed’ popcorn crunch.  It all started with the YourHomebasedMom blog and her “White Chocolate Popcorn“.

(Image from YourHomebasedMom website)

I also made her “Candy Corn Cookie Bark” recipe last Halloween.  YUM!

(Image from YourHomebasedMom website)

This year I wanted to make a combination of the two.  I wanted the popcorn, pretzels, marshmallows, white chocolate and M&M’s, but I also wanted to add Oreo’s and MORE chocolate.  And I wanted to jazz it up even more, by making the base with Caramel Corn!

Caramel Corn is actually really easy to make and every time I make it I get rave reviews.  I’ve never tried a different recipe, because I don’t want to mess with a good thing…don’t fix what isn’t broken, right?

Here’s my Caramel Corn Recipe:

Caramel Popcorn

1 cup butter
2 cups brown sugar
½ cup corn syrup
1 tsp salt
½ tsp baking soda
1 tsp vanilla
6 qt popped popcorn


  1. Melt butter in saucepan.  Stir in sugar, corn syrup and salt.
  2. Bring to a boil and keep at boil for 5 minutes without stirring.
  3. Remove from heat.
  4. Stir in baking soda and vanilla.
  5. Pour over popcorn and toss to coat evenly. I use a brown paper grocery sack to shake it all together.
  6. Spread onto cookie sheets and bake at 250 for one hour, stirring every 15 minutes.



After the caramel corn was finished, I followed the directions for the White Chocolate Popcorn (melting the white chocolate, coating the pretzels, M&M’s and marshmallows with the melted chocolate, then tossing it all together with the caramel corn.

Except that I didn’t have regular holiday M&M’s….I only had Cherry Cordial M&M’s!  And at that, only ONE bag…

They actually were pretty good and I thought went well with the mix I was making.  And yes, I totally forgot to add the Oreos.  I even bought special RED filled Oreo’s….ugh!

Oh well.

Once everything is all mixed together, spread it out over several sheets of parchment paper.  Melt some semi-sweet chocolate chips and drizzle the melted chocolate over the top and let harden (at least an hour, sometimes longer!).

Then you can break it up and put it into baggies.

A little bit goes a long way since it’s so sweet!  But oh so yummy!