Chocolate Popcorn

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For this gourmet-style Chocolate Popcorn we start with plain ole popcorn, mix in a brown-sugar caramel mixture, and then coat it all 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 Popcorn in a bowl

Chocolate 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 goes crazy for!

The actual popcorn is very crunchy and sweet with subtle notes of caramel. The miniature marshmallows in the mix contribute a nice contrasting soft and chewy texture and the three types of chocolate offer such a complexity of flavor. This recipe calls for white chocolate, milk chocolate, and dark chocolate — yum!

Process shots-- images of the caramel sauce being made

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 in the brown sugar-caramel mixture, and then again in the melted white chocolate. Use the largest bowl you have (or one that can easily accommodate all the ingredients) to allow plenty of room for tossing without spilling. If you don’t have a really large bowl, separate the mixture into two bowls.
  • 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. For even baking and to ensure this (very) sticky popcorn doesn’t stick to your pan, line both the pans twice — once before adding the popcorn and baking it and again before coating it in chocolate. I don’t recommend lining the pan with foil before baking the popcorn, but foil is fine for when you coat the popcorn in chocolate.

Process shots--popcorn being popped; adding it to a bowl; caramel sauce being poured over it

Let’s Chat Popcorn

  • Store-bought popcorn shortcut. Purchasing already popped popcorn makes this recipe come together a lot quicker and easier, but it’s a bit more spendy. If you’d rather pop your own, here’s what we use. Make sure to let popped corn cool completely before using in this recipe.
  • Use PLAIN popcorn. Whatever popcorn you use, check the ingredient list to make sure the only ingredients being added to the popcorn is oil and salt. Purchasing a flavored or buttered popcorn will make this popcorn taste “off”.
  • Be sure to pick out any unpopped kernels. Whether you use already popped popcorn or opt to pop your own, be sure to remove any kernels before tossing with the sugar-caramel mixture. Your dentist will thank you!

QUICK TIP

If you want to buy pre-popped popcorn and don’t see any plain, salt-only popcorn, ask the salesperson. Often it’s kept in the back because it isn’t a high-demand item.

Process shots-- images of Chocolate Popcorn being added to a sheet pan

Chocolate Popcorn Tips

  • Prep the ingredients before starting. Gather all the required ingredients to have everything accessible. This recipe moves fast in some parts, so you’ll want to have everything ready to go.
  • Use fresh marshmallows. The fresher the marshmallows, the softer and more enjoyable they’ll be. When purchasing, feel the bags to find the softest marshmallows.
  • Control sweetness. This chocolate popcorn is sweet! If you’d prefer less-sweet popcorn, use semi-sweet chocolate instead of milk chocolate. 

Process shots--adding marshmallows; melting the white chocolate

Tips for melting chocolate

  • Melt the chocolate slowly and stir it often. To avoid burning your chocolate, don’t rush the melting process. Microwave the chocolate in bursts of time, remembering that the chocolate is still melting even after you take it out of the microwave. Make sure to give the chocolate plenty of time to melt outside of the microwave as you stir.
  • Use high-quality white chocolate for the best results. You’ll get both a better melt and a better flavor. My favorite chocolate for this is Ghirardelli® or Guittard®. Cheaper brands can have a waxier content that is less flavorful. 
  • Don’t allow any liquid near the chocolate. If it gets wet it will seize and harden, and you don’t want that. Here’s why.
  • Microwave the chocolate chips in sturdy, heat-safe bowls instead of using plastic or melamine. 

Process shots-- adding the white chocolate to the popcorn; tossing to coat; spreading ou on a sheet pan Process shots-- combining chocolate and oil; melting until smooth; transferring to a plastic bag; drizzling over the popcorn

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.
  • Replace with chocolate-covered almonds or another chocolate-covered candy (watch the video to see how we jazz up this popcorn for Game Day — we drizzle melted white chocolate on chocolate-covered almonds to make miniature footballs!)
  • Replace the Whoppers with Milk Duds®.

Process shots-- adding malt balls to the popcorn mix

STORAGE

Chocolate Popcorn Storage

To store this Chocolate Popcorn, place it in an airtight container (I like using Mason jars or Weck® mold jars). Keep the container in a cool dry place for up to a week (because of the marshmallows in it, we like it best within 2 days). 

This popcorn isn’t a great candidate for freezing and thawing; the marshmallows harden when thawing and the popcorn loses texture.

Chocolate Popcorn

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Chocolate Popcorn

5 from 1 vote
This gourmet-style Chocolate Popcorn starts with plain popped popcorn that gets mixed in a brown-sugar caramel mixture and then coated in three types of chocolate! We add miniature marshmallows and malt balls to add even more flavor and texture!
Print Recipe

Chocolate Popcorn

5 from 1 vote
This gourmet-style Chocolate Popcorn starts with plain popped popcorn that gets mixed in a brown-sugar caramel mixture and then coated in three types of chocolate! We add miniature marshmallows and malt balls to add even more flavor and texture!
Course Dessert, Snack
Cuisine American
Keyword chocolate popcorn
Prep Time 30 minutes
Cook Time 1 hour
Setting Time 1 hour
Total Time 2 hours 30 minutes
Servings 12 servings
Calories 1401kcal
Author Chelsea
Cost $8.92

Ingredients

  • 12 cups (115g) popped popcorn Note 1
  • 1/2 cup (8 tbsp; 113g) unsalted butter
  • 1/4 cup (85g) light corn syrup
  • 1 cup (195g) light brown sugar, packed
  • 1/2 teaspoon fine sea salt Note 2
  • 1/4 teaspoon baking soda
  • 1/2 teaspoon pure vanilla extract
  • 3 cups (140g) miniature marshmallows (~1/2 of 1 10 oz. bag)
  • 2-1/2 cups (450g) white chocolate chips
  • 2 and 1/4 teaspoons vegetable oil, separated
  • 1/2 cup (92g) dark chocolate chips
  • 1/2 cup (92g) milk (or semi-sweet) chocolate chips
  • 1 cup (120g) Whoppers or chocolate covered almonds, optional

Instructions

  • PREP: Assemble all the ingredients. Line one extra-large (15x21-inch) or 2 large cookie sheets with parchment paper or a silpat liner and set aside. Pour the popcorn in a very large bowl.(large enough to toss with other ingredients without spilling-- I use the largest bowl I have!) (Make sure to remove any unpopped kernels before adding the popcorn to the bowl). Preheat the oven to 250 degrees F. (See Note 1)
  • CARAMEL SYRUP: In a pot over medium heat, add the butter, corn syrup, brown sugar, and fine sea salt. Stir until the butter is melted and then bring to a boil. Let boil for 5 minutes (still over medium heat) without stirring. Remove from the heat and stir in the baking soda and vanilla extract. Watch out-- the vanilla may sputter a bit and it will foam up a lot! Immediately pour this mixture over the prepared popcorn in the bowl. Working quickly, toss with a wooden spoon to combine and cover the popcorn in the caramel syrup mixture.
  • BAKE: Spread the coated popcorn on the prepared cookie sheet(s) in one even layer. Bake for 1 hour, stirring every 15 minutes and rotating the pans from top rack to bottom rack. Remove the pans and allow to completely cool.
  • ADD MARSHMALLOWS: Once the popcorn is completely cooled, add it back to that very large bowl used earlier. Add in the miniature marshmallows and stir.
  • WHITE CHOCOLATE: Melt 2 and 1/2 cups (450g) white chocolate chips and 1 teaspoon vegetable oil in a microwave-safe bowl in bursts of 30 seconds, stirring in between each burst for 15 seconds until the chocolate is melted and smooth. Pour over the popcorn/marshmallow mixture and, working quickly, stir until popcorn and marshmallows are coated in white chocolate. Pour the white-chocolate-coated popcorn back onto the lined sheet pan(s).
  • DARK AND MILK CHOCOLATE: Melt the dark chocolate chips with 1/2 teaspoon vegetable oil and drizzle evenly over the popcorn. (I put the melted chocolate in a small plastic bag and cut off the tip with scissors and then pipe it on.) Then, melt the milk chocolate chips with 1/2 teaspoon vegetable oil and drizzle evenly over the popcorn. Before the chocolate has a chance to harden, drop Whoppers candies evenly over the popcorn on the melted chocolate.
  • ENJOY: Let the popcorn harden at room temperature, about 1 hour, and then slightly break up and put in a large bowl. Enjoy!
  • STORAGE: To store Chocolate Popcorn, place in an airtight container (I like using Mason jars or Weck® mold jars). Keep the container in a cool dry place for up to a week (because of the marshmallows in it, we like it best within 2 days). This popcorn isn't a great candidate for freezing; the marshmallows harden when thawing and the popcorn loses texture.

Video

Recipe Notes

Note 1: Purchasing already popped popcorn makes this recipe come together a lot quicker and easier, but is a bit pricier. If you'd rather make your own, here's what we use. Be sure to use PLAIN popcorn. Whatever popcorn you opt to purchase, check the ingredients to make sure the only ingredients being added to the popcorn are oil and salt. Purchasing a flavored or buttered popcorn will make this popcorn taste funny. Before measuring, be sure to pick out any unpopped kernels. 
Note 2: Not all salts are the same. If using table salt you'll want a lot less (1/4 teaspoon or less). If the popcorn you're using is overly salted, you may want to slightly reduce the salt addition.

Nutrition Facts

Serving: 1serving | Calories: 1401kcal | Carbohydrates: 264g | Protein: 29g | Fat: 28g | Saturated Fat: 14g | Polyunsaturated Fat: 6g | Monounsaturated Fat: 6g | Trans Fat: 1g | Cholesterol: 25mg | Sodium: 222mg | Potassium: 799mg | Fiber: 31g | Sugar: 74g | Vitamin A: 253IU | Vitamin C: 1mg | Calcium: 102mg | Iron: 8mg

We do our best to provide accurate nutritional analysis for our recipes. Our nutritional data is calculated using a third-party algorithm and may vary, based on individual cooking styles, measurements, and ingredient sizes. Please use this information for comparison purposes and consult a health professional for nutrition guidance as needed.

DID YOU MAKE THIS RECIPE?

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The ultimate BEST EVER triple chocolate popcorn with optional chocolate covered almond footballs! This recipe is from a famous Cleveland bakery and everyone always BEGS for thie recipe! Video tutorial and step by step directions! via chelseasmessyapron.com #dessert #triple #chocolate #popcorn #easy #quick #treat #football #tailgaiting #party #potluck #kidfriendly #chocolate #dark #white #milk #sugar
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