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 Popcorn in a bowl with two hands holding it.

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.

Caramel sauce being made in a pot.

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.

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.

Popcorn being popped; adding it to a bowl; caramel sauce being poured over it for this chocolate 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. 

The caramel portion of this recipe being added to a sheet pan and it being baked every 15 minutes for an hour.

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.

Adding marshmallows to the bowl and melting the white chocolate to add into this recipe.

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.

White chocolate to the bowl; tossing to coat; and spreading out on a sheet pan.Combining chocolate and oil; melting until smooth; transferring to a plastic bag; and drizzling over the sheet pan filled with the recipe.

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.

Adding malt balls to the snack 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 with all the toppings ready to be enjoyed.

More Chocolate Dessert Recipes

5 from 4 votes

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.
Prep Time: 30 minutes
Cook Time: 1 hour
Setting Time: 1 hour
Total Time: 2 hours 30 minutes
Servings: 12 servings

Ingredients 
 

  • 12 cups popped popcorn see note 1
  • 1/2 cup (8 tablespoon) unsalted butter
  • 1/4 cup light corn syrup
  • 1 cup light brown sugar packed
  • 1/4 teaspoon fine sea salt see note 2
  • 1/2 teaspoon baking soda
  • 1/8 teaspoon cream of tartar optional
  • 1/2 teaspoon pure vanilla extract
  • 3 cups miniature marshmallows (1/2 of 1 10 oz bag)
  • 2 to 1/2 cups white chocolate chips
  • 2 and 1/4 teaspoons vegetable oil divided
  • 1/2 cup dark chocolate chips
  • 1/2 cup milk (or semi-sweet) chocolate chips
  • 1 cup Whoppers or chocolate-covered almonds optional

Instructions 

  • PREP: Assemble all the ingredients. Line an extra-large (15x21-inch) or two large cookie sheets with parchment paper or a silpat liner. Pour popcorn into a very large bowl โ€” big enough to mix with other ingredients without spilling. Remove any unpopped kernels. Preheat the oven to 250 degrees F. (Note 1)
    Caramel sauce being made in a pot.
  • CARAMEL SYRUP: In a pot over medium heat, combine butter, corn syrup, brown sugar, fine sea salt, and cream of tartar (optional, but it prevents crystallization). 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 extractโ€”be careful as the mixture might sputter and 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.
    Popcorn being popped; adding it to a bowl; caramel sauce being poured over it for this chocolate popcorn.
  • BAKE: Spread 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 pans and allow to completely cool.
    The caramel portion of this recipe being added to a sheet pan and it being baked every 15 minutes for an hour.
  • ADD MARSHMALLOWS: Once popcorn is completely cooled, add it back to that very large bowl used earlier. Add in the miniature marshmallows and stir.
    Adding marshmallows to the bowl and melting the white chocolate to add into this recipe.
  • WHITE CHOCOLATE: Melt 2 and 1/2 cups (450g) of 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.
    White chocolate to the popcorn; tossing to coat; and spreading out on a sheet pan.
  • DARK AND MILK CHOCOLATE: 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. Quickly, before chocolate hardens, sprinkle Whoppers candies evenly over popcorn.
    Combining chocolate and oil; melting until smooth; transferring to a plastic bag; and drizzling over the sheet pan filled with the recipe.
  • ENJOY: Let popcorn harden at room temperature, about 1 hour, and then slightly break up and put in a large bowl. Enjoy!
    Adding malt balls to the snack mix.
  • STORAGE: To store Chocolate Popcorn, use an airtight container like Mason jars or Weckยฎ mold jars. Keep it in a cool, dry place for up to a week. It's best enjoyed within two days due to the marshmallows. Avoid freezing, as the marshmallows harden and the popcorn loses its texture when thawed.

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.ย 
Note 2: Not all salts are the same. If using table salt you'll want a lot less (1/8 teaspoon or less). If the popcorn you're using is overly salted, you may want to slightly reduce the salt addition.

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.

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

Meet Chelsea


Hello, and welcome to Chelseaโ€™s Messy Apron! Iโ€™m Chelsea, the recipe developer, food photographer, and writer behind the site. Iโ€™m passionate about creating simple, reliable, and delicious recipes that anyone can make.

Thanks for stopping byโ€”I hope you find something delicious to make!

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5 from 4 votes (2 ratings without comment)

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  1. Brittany Audra says:

    5 stars
    Can’t get over how creative!! ๐Ÿ™‚