Chocolate Popcorn

Chocolate Popcorn begins with regular popcorn, mixed with brown-sugar caramel and coated in three types of chocolate. We toss in miniature marshmallows and malt balls to add even more flavor and texture to this delicious snack mix.

Chocolate Covered Popcorn

At my home, snack mixes, muddy buddies, and this Chocolate Popcorn are our favorite movie-night treats. We love making a big batch of one of these treats, finding a fun movie to watch, and enjoying both together!

This chocolate popcorn recipe is a bit more involved and time-intensive than most of the snack recipes you’ll find on this website, but the work is well worth the end result. This gourmet-level popcorn is a treat that everyone loves!

Chocolate Popcorn is crunchy and sweet with a hint of caramel. The mini marshmallows add a soft, chewy texture, and the three types of chocolate—white, milk, and dark—make it extra flavorful and delicious.

Ingredients

• Popcorn: Buying already popped popcorn speeds up the recipe but may cost more. If popping your own here’s what we use, let it cool completely first and use only plain popcorn with oil and salt. Avoid flavored or buttered varieties to maintain the right taste. Always remove unpopped kernels to prevent dental issues.
• Unsalted Butter and Light Corn Syrup: These help create the caramel that coats the popcorn, making it sweet and sticky. Using unsalted butter lets you control how salty the popcorn is.
• Brown Sugar: I often use light brown sugar, but you can also use dark brown sugar. Dark brown sugar has more molasses, so it tastes richer.
• Baking Soda and Cream of Tartar: Cream of tartar is optional but helps with the caramel’s texture.
• Vanilla Extract: Add it after you heat the caramel to keep its flavor strong.
• Mini Marshmallows: Mix them into the cooled popcorn so they don’t melt.
• Chocolate Chips: We use three types of chocolate—dark, milk, and white—in this recipe. Feel free to use any type you prefer or have on hand. Drizzle the melted chocolate over the popcorn.
• Whoppers (optional): Add these while the chocolate is still wet so they stick to the popcorn.

How To Make Chocolate Popcorn

1. Prepare Popcorn: Use plain, pre-popped popcorn or pop your own and let it cool. 
2. Make Caramel: Mix butter, brown sugar, and a pinch of salt in a saucepan; boil to form caramel. Constant stirring until it boils helps you avoid burning.
3. Coat Popcorn: Drizzle the caramel over the popcorn and stir to coat evenly. Use a large bowl for easy mixing.
4. Bake: Spread on a baking sheet and bake at a low temperature to crisp. Tip: Toss every 15 minutes for an hour for even crispness.
5. Add Chocolate: Drizzle with melted chocolate—dark, milk, or white. You can use a piping bag or cut off the tip of a plastic bag.
6. Add Extras: Sprinkle mini marshmallows or chocolate-covered nuts while chocolate is soft. 
7. Cool and Serve: Let set at room temperature, break into pieces, and serve. 

Chocolate Popcorn Tips

• Prep the ingredients before starting. Get together all the ingredients you need before you start so they’re on hand as some steps of this recipe come quick.
• Use fresh marshmallows. The fresher the marshmallows, the softer and more enjoyable they’ll be. When buying them, squeeze the bags to pick the softest ones.
• Control sweetness. This chocolate popcorn is sweet! If you’d prefer less-sweet popcorn, use semi-sweet chocolate instead of milk chocolate. 
• Melt the chocolate slowly and stir it often. To avoid burning your chocolate, melt it slowly in the microwave in short bursts. Remember, the chocolate keeps melting even after you take it out. Stir it well and let it melt fully as you stir.

Tools Needed

• A medium-sized nonstick pot. This pan is for making the caramel sauce. You’ll want to use one larger than you may think because the mixture “grows” when the baking soda is added in. 
• A really large bowl or two smaller ones. We toss the popcorn with two different mixtures — first, with the brown sugar-caramel, then with melted white chocolate. Use a big bowl to easily toss everything without spilling. If you don’t have a big bowl, use two smaller ones.
• Grab one extra-large (15×21 inch sheet pan) or two smaller ones. There is a lot of popcorn in this recipe, so you’ll need plenty of space for it all to lay in one even layer.
• Bake on a Silpat® liner or parchment paper. To bake evenly and stop the popcorn from sticking, line your pans twice. Line them once before baking the popcorn and again before adding chocolate. Only use foil for the chocolate, not when baking.

Chocolate Popcorn Add-Ins

After drizzling the popcorn with milk and dark chocolate, we added Whopper®s to the mix. Those crunchy malt balls are a fun flavor and texture add-in, but the popcorn is also delicious without it. Some options:

• Leave out the add-in entirely, they’re totally optional.
• Replace with chocolate-covered almonds or another chocolate-covered candy.
• Replace the Whoppers with Milk Duds®.
• Add some chocolate jimmies or colored sprinkles for a fun twist.

More Chocolate Dessert Recipes

• Dessert Cheese Ball brownie batter flavored
• Chocolate Peanut Butter Snack Mix with miniature Reese’s cups
• Banana Chocolate Chip Cake with a chocolate buttercream
• Chocolate Chip Scones made with Greek yogurt
• Chocolate Tart with an Oreo cookie crust

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5 from 4 votes

Chocolate Popcorn

By Chelsea Lords

Chocolate Popcorn is drizzled with brown sugar, caramel, and three types of chocolate, and topped with mini marshmallows and malt balls for extra flavor and texture.

Prep Time: 30 minutes minutes

Cook Time: 1 hour hour

Setting Time: 1 hour hour

Total Time: 2 hours hours 30 minutes minutes

Servings: 12 servings

Equipment

• Sheet pan 15 x 21-inch, lined

Ingredients 

USMetric

 

1x2x3x

• ▢ 12 cups popped popcorn see note 1
• ▢ 8 tablespoons unsalted butter
• ▢ 1/4 cup light corn syrup
• ▢ 1 cup light brown sugar packed
• ▢ 1/4 teaspoon salt
• ▢ 1/2 teaspoon baking soda
• ▢ 1/8 teaspoon cream of tartar optional
• ▢ 1/2 teaspoon vanilla extract
• ▢ 3 cups mini marshmallows
• ▢ 2-1/2 cups white chocolate chips
• ▢ 2-1/4 teaspoons vegetable oil divided
• ▢ 1/2 cup dark chocolate chips
• ▢ 1/2 cup milk chocolate chips or semi-sweet
• ▢ 1 cup Whoppers or chocolate covered almonds, optional

Instructions 

• Line a 15 x 21-inch sheet pan, or 2 smaller sheet pans, with parchment paper or a silicone baking mat. Pour the pre-popped popcorn (see note 1) into a very large bowl—big enough to mix with other ingredients without spilling. Remove any unpopped kernels. Preheat the oven to 250℉.
• In a pot over medium heat, combine butter, corn syrup, brown sugar, salt, and cream of tartar. Stir until the butter melts, then bring to a boil. Let it boil for 5 minutes without stirring. Remove from heat and mix in baking soda and vanilla extract—be careful as the mixture will foam up. Quickly pour it over the popcorn in the bowl, avoiding the edges where caramel hardens. Toss with a wooden spoon to evenly coat the popcorn with caramel.
• Spread coated popcorn on the prepared sheet pan(s) in one even layer. Bake for 1 hour, stirring every 15 minutes and rotating the pans from top rack to bottom rack. Remove pans and allow to cool completely.
• Once popcorn is completely cooled, add it back into the very large bowl used earlier. Add in the mini marshmallows and stir.
• Melt white chocolate chips with 1 teaspoon of vegetable oil in a microwave-safe bowl. Heat in 30-second bursts, stirring for 15 seconds between each, until smooth. Pour melted chocolate over the popcorn and marshmallow mixture and stir quickly to coat evenly. Spread white-chocolate-coated popcorn back onto the lined sheet pans.
• Melt dark chocolate chips with 1/2 teaspoon of vegetable oil and drizzle over the popcorn. For easy application, use a small plastic bag, snip off the tip, and pipe the chocolate. Repeat process with milk chocolate chips. Sprinkle Whoppers candies evenly over popcorn before the chocolate melts.
• Let popcorn harden at room temperature for about 1 hour, then slightly break up and put in a large bowl.

Video

Recipe Notes

Note 1: Buying pre-popped popcorn makes this recipe quicker and easier but a bit pricier, so if you prefer to make your own, use plain popcorn and check the ingredients to ensure they only include oil and salt, as flavored or buttered popcorn will alter the taste.

Storage: Store in an airtight container in a cool, dry place for up to a week. It is best enjoyed within two days due to the marshmallows. Don't freeze, the marshmallows will harden, and the popcorn loses its texture.

Nutrition

Serving: 1serving | Calories: 386kcal | Carbohydrates: 55.5g | Protein: 3.3g | Fat: 18g | Cholesterol: 26.5mg | Sodium: 151.1mg | Fiber: 1.3g | Sugar: 46.1g

Nutrition information is automatically calculated, so should only be used as an approximation.

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