The Best Fluffy Pancakes recipe you will fall in love with. Full of tips and tricks to help you make the best pancakes.
If you love desserts that are fast, nostalgic, and completely addictive, gooey marshmallow caramel popcorn is about to become your new favorite treat. This recipe is proof that you don’t need a long ingredient list or fancy techniques to create something magical. With just four simple ingredients, you get a sweet, sticky, chewy popcorn snack that disappears almost instantly.
This isn’t the crunchy, brittle-style caramel popcorn you might be used to. Instead, this version is soft, gooey, and marshmallowy, with warm caramel coating every kernel. It’s the kind of treat that pulls apart in stretchy strands and makes everyone reach back for “just one more handful.”

Perfect for movie nights, holidays, bake sales, parties, or last-minute sweet cravings, this popcorn comes together quickly and doesn’t even require an oven. Whether you’re making it for kids, guests, or yourself, it delivers maximum reward with minimal effort.
Why This 4-Ingredient Popcorn Is So Popular
This recipe has gone viral for a reason. It hits all the right notes:
- Only 4 pantry-friendly ingredients
- No candy thermometer or baking required
- Soft, gooey texture instead of hard caramel
- Ready in under 20 minutes
- Loved by kids and adults alike
It’s the perfect balance of buttery popcorn, rich caramel, and fluffy marshmallows—sweet without being overwhelming.
What Makes Gooey Marshmallow Caramel Popcorn Different
Traditional caramel popcorn relies on cooked sugar and baking for crunch. This version skips all that and uses melted caramel candies and marshmallows to create a soft, chewy coating that stays tender even after cooling.
The marshmallows act as both a sweetener and a binder, giving the popcorn that signature gooey pull. The caramel candies add deep, buttery flavor without the risk of burning sugar. The result is a foolproof dessert snack that anyone can make successfully.
Ingredients (Only 4!)
- 10 cups plain popped popcorn (air-popped or lightly salted)
- 11 oz bag soft caramel candies (unwrapped)
- 3 cups mini marshmallows
- 2 tablespoons unsalted butter

That’s it. No corn syrup. No baking soda. No oven. Just simple ingredients doing big things.
Instructions
- Prepare the Popcorn
Place popped popcorn in a very large mixing bowl. Remove any unpopped kernels. - Melt the Caramel
In a medium saucepan over low heat, add caramel candies and butter. Stir constantly until completely melted and smooth. - Add Marshmallows
Stir marshmallows into the caramel mixture. Continue stirring until marshmallows are melted and the mixture is thick and glossy. - Combine with Popcorn
Immediately pour the hot caramel-marshmallow mixture over the popcorn. Use a spatula to gently fold until evenly coated. - Cool Slightly & Serve
Let popcorn cool for 5–10 minutes until just set but still gooey. Serve warm or at room temperature.
Pro Tips for Perfect Gooey Popcorn
- Use fresh marshmallows for best stretch
- Keep heat low to prevent scorching
- Work quickly once marshmallows melt
- Lightly butter your spatula to prevent sticking
- For extra gooey popcorn, serve slightly warm
Easy Variations
- Chocolate Drizzle: Add melted chocolate on top
- Salted Caramel: Sprinkle flaky sea salt
- Holiday Style: Add festive sprinkles
- Peanut Butter: Stir in 2 tablespoons peanut butter
- Cereal Mix: Toss with pretzels or rice cereal

When to Serve Marshmallow Caramel Popcorn
This popcorn fits nearly every occasion:
- Movie nights
- Birthday parties
- Holiday gift bags
- Bake sales
- Game day snacks
- After-school treats
It also makes a fantastic edible gift when packed in clear bags or jars.
Storage & Make-Ahead Tips
Store loosely covered at room temperature for up to 2 days. For maximum gooeyness, enjoy within the first 24 hours. If it firms up, a few seconds in the microwave brings it back to life.
Fun Popcorn Fact
Marshmallow popcorn became popular in the mid-1900s as a no-bake alternative to candy-making, especially during holidays when kitchens were already busy.
Why Kids Love This Recipe
Soft texture, sweet flavor, and sticky fingers—this popcorn is practically designed for smiles. It’s also a great recipe to make together since there’s no oven involved.
Final Thoughts
Gooey marshmallow caramel popcorn (4 ingredients!) is one of those recipes you’ll make again and again. It’s fast, forgiving, and endlessly customizable. Once you try it, you’ll never go back to store-bought popcorn again.

Gooey Marshmallow Caramel Popcorn
Ingredients
Equipment
Method
- Place popcorn in a large bowl and remove unpopped kernels.
- Melt caramel candies and butter over low heat until smooth.
- Stir in marshmallows until fully melted.
- Pour mixture over popcorn and gently toss to coat.
- Cool slightly and serve while gooey.



