A rich, crunchy caramel popcorn coated in a crisp candy shell with deep caramel flavor and the perfect sweet finish.

Scale

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Pop the popcorn using an air popper and spread it out evenly on a parchment-lined baking sheet, removing any unpopped kernels. (You can use other popping methods if preferred.)
In a saucepan over medium heat, melt the butter. Stir in the brown sugar, white sugar, corn syrup, and salt until fully combined.
Bring the mixture to a gentle boil and cook for 3–4 minutes, stirring occasionally, until slightly thickened and glossy.
Remove from heat and stir in the vanilla extract and baking soda. The mixture will foam up slightly.
Immediately drizzle the caramel evenly over the popcorn.
Gently toss and turn the popcorn on the baking sheet to coat as evenly as possible.
Let cool for about 15 minutes, or until the coating has set and hardened.
Break into clusters and serve.

Work quickly when pouring and tossing, as the caramel thickens fast as it cools.

Baking soda helps create a crisp, slightly airy coating instead of a dense or sticky one.

You can add a small pinch of cinnamon or a bit of molasses for a deeper, more complex caramel flavor.