Caramel and Chocolate Popcorn

Over the weekend I made a big batch of caramel and chocolate covered popcorn. Since popcorn is a whole grain and dark chocolate is full of antioxidants – this is practically health food! Hah, ok not really, but it IS delicious 🙂

Caramel and Chocolate Popcorn


  • 6-8 cups popped popcorn (made with 1 Tbs oil, 1 cup kernels)
  • 25 unwrapped caramels
  • 1.5 Tbs butter
  • 1 Tbs water
  • 1/2 cup pecan pieces
  • 1/4 cup dark chocolate chips

Step 1: Pour 1 Tbs canola oil in a big pot, add 3 popcorn kernels, cover with a lid, and turn the heat up to medium-high.

Step 2: When the 3 “test” kernels pop, add 1 cup of popcorn kernels to the pot. Listen closely for popping – turn off the heat when the there’s more than 2 seconds between pops.


Step 3: In a medium (microwave-safe) bowl, combine 25 unwrapped caramels, 1.5 Tbs butter, and 1 Tbs water. Microwave bowl on high at 1 minute intervals until caramel is smooth and melted.

Step 4: Combine popcorn, 1/2 cup pecans, and caramel in a large bowl. Spread on a large, lightly greased baking sheet. Bake for 20 minutes at 300 degrees (stirring half-way).

Step 5: Sprinkle about 1/4 cup of dark chocolate chips on top of the warm popcorn and stir to combine. Allow to cool completely and then break into pieces or chunks. Store in an air-tight container up to a week. Note: this popcorn was so yummy, it barely lasted 3 days in my house!

caramel and chocolate covered popcorn

caramel and chocolate covered popcorn

From the NY Times:

Get your whole grains at breakfast.

Foam rollers for all.

Question: What’s your favorite whole-grain? Popcorn counts!

  • Popcorn (with a little bit of butter and 1 TB of nutritional yeast & sea salt)


    I can’t choose!

    H =)

  • Miss Megan, your sweet and salty treats as of late are getting outrageous! I love them!

  • Katie

    For a popcorn lover like me this is epic

  • OMG…you have outdone yourself! this looks like the perfect solution to any PMS craving 🙂

  • Kate

    All whole grains…!

    A new discovery for you granola-lovers out there: this website is amazing!

  • Oat bran is great on its own or slipping in bread recipes for some structure

  • Yums yums.

    I’m not much one for grains at all since they bother my system but one grain that you really can’t beat is quinoa! It’s super delish and wonderful when sprouted too!

  • Your popcorn creation is making my mouth water! I love nutty grainy breads… toast, rolls, bagels, english muffins you name it I like it!

  • Good work, Megan! That looks really tasty.

  • Oh my goodness, I will be the most popular family member in the house if I make that! And I will, right before Christmas, to impress the family (which can then get me even better Christmas presents!)

    My favorite whole grains are steel-cut oats and quinoa. I could eat them every day….

  • Caramel and chocolate popcorn sounds fab! Especially if it’s homemade 😀

    Nothing beats good old whole grain bread for me. Even better if it’s toasted and has cinnamon and raisin! Oh, and slathered with almond butter and raspberry preserves, mmm!

  • That popcorn sounds fantastic!

  • So weird.. I just posted about popcorn, too! Interesting about the ‘test pop’ pieces. I’ve never done that but perhaps I should.

    And I’ll have to try the chocolate / caramel variation.. sounds superb!