Chocolate Popcorn is popcorn coated in brown sugar caramel and three kinds of chocolate, with mini marshmallows and malt balls for extra flavor and crunch.
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
| Ingredient | Swap or tip |
|---|---|
| Plain popped popcorn | Store-bought plain salted or air-popped at home. Pull out all unpopped kernels. |
| Unsalted butter | Salted butter works. Reduce added salt. |
| Light brown sugar | Use dark brown for more molasses flavor. |
| Light corn syrup | Golden syrup works. Honey in a pinch, but it browns faster and adds flavor. |
| Baking soda | Do not skip. It helps the caramel coat evenly. |
| Vanilla | Add off heat so the flavor stays bold. |
| Mini marshmallows | Keep fresh and soft. Can swap mini white chips. |
| White, milk, and dark chocolate chips | Use any combo you like. Semi-sweet lowers sweetness. |
How To Make Chocolate Popcorn
- Pop: Pop popcorn (or use plain pre-popped) and pull out any unpopped kernels.
- Cook: Boil butter, sugar, corn syrup, and salt; remove from heat and stir in baking soda and vanilla.
- Coat & Bake: Toss popcorn with caramel; bake, stirring every 15 minutes until crisp.
- Mix: Stir in mini marshmallows.
- Finish: Toss with white chocolate, then drizzle milk and dark; add Whoppers. Let set, break apart, and serve.
Chocolate Popcorn Tips
- Prep first: Measure everything before you start, things move quick.
- Use fresh marshmallows: Pick the softest bags.
- Control sweetness: Swap milk chocolate for semi-sweet.
- Melt chocolate gently: Microwave in short bursts, stirring between each.
Tools Needed
- Medium nonstick pot: Use one bigger than you think for the caramel; it will foam when you add baking soda.
- Very large bowl (or two smaller): Toss popcorn first with caramel, then with melted white chocolate. A big bowl prevents spills.
- Sheet pans: One 15×21-inch pan or two smaller. Spread popcorn in a single layer.
- Liners: Use a Silpat or parchment for even baking and no sticking.
Storage
-
Store Chocolate Popcorn in an airtight container (Mason jars or Weck® mold jars). Keep in a cool, dry place for up to 1 week; best within 2 days.
-
Do not freeze: marshmallows harden as they thaw and the popcorn loses texture.
More Chocolate Dessert Recipes:
Chocolate Popcorn
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.
Video
Equipment
- Large sheet pan (15″ x 21″) 15 x 21-inch, lined
Ingredients
- 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 miniature 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 15×21-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 oven to 250°F.
- 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 an 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 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.
Final step! Please let us know how it was by leaving a review.
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 2 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.
Chocolate Popcorn Add-Ins
After drizzling the popcorn with milk and dark chocolate, I added Whoppers to the mix. 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.
Can’t get over how creative!! 🙂