I don’t know why, but the cool fall air always encourages me to make Caramel Apples.  It might have something to do with the fact that apples, are plentiful and delicious this time of the year.  Some of you might shy away from making your own homemade caramel, but don’t be.  It’s super easy, and you will never go back to unwrapping those hard caramels again!  Trust me, anyone can make this fabulous caramel recipe.  The recipe below is a large batch of caramel, that will be enough to make both Caramel Apples and popcorn is you desire.  If you decide to make popcorn balls, that works perfectly as well.  You can also pour this caramel recipe on greased baking sheets….and cut & wrap them as well.  Today, I made both popcorn and tempting Caramel Apples. Store the Caramel popcorn in large well sealed containers or zip loc bags, and it will stay soft and chewy for a long time.  Roll up your sleeves and go to work!
I rolled my apples in chopped Almonds.
You can also dip them in caramel – let them set up in the fridge.
Dip in Milk or Semi Chocolate.
Roll in nuts.
Drizzle with White Chocolate.
For a Very Fancy Apple!

The best Caramel Popcorn on the planet!
Roll up your sleeves – Ready, Set, Go!
Prepare your Apples.
I used Granny Smith and Pink Lady
Pop your popcorn
Shake all the un-popped kernels out – They will break your teeth!
Melt 2 sticks of butter over Medium heat….no hotter.
Add your 2 cups of Light Karo Syrup.
Combine well with the butter.
Add 4 cups of Brown Sugar……NOT PACKED
Stir well to combine.
Stir, Stir, Stir, Stir, until Brown Sugar has dissolved.
Stir until sugar is dissolved well, and mixture is smooth.
Soon, it will come to a slow boil.
Open the cans of Condensed Milk
Use fat free if you like – then you can eat more!
One of the cans of condensed Milk is slightly older than the other.
See the difference in color?
Perfectly – o.k.
Slowly add the contents of those 2 cans.
Continue to stir well over Medium heat – not hotter.
Stir, Stir, Stir, Stir – Don’t stop stirring!
Caramel scorches easily.
Keep stirring until very well blended.
See the difference!
Keep stirring.
Eventually, it will come to a rolling boil.
Keep stirring!
With one hand – STIR!
With the other hand – Chop your nuts.
That’s optional of course.
As the caramel gets close to a SOFT BALL STAGE (234-238 degrees),
The color will get darker.
It will also get thicker.

Now is the time to start testing that caramel, if you are not using a candy thermometer.

I always use the COLD WATER TEST.
I think it’s because I can eat that warm caramel that I test!
It’s easy:
Take a 1/2 cup measuring cup.
Fill it 3/4 full with COLD WATER
Take a tablespoon, dip it into the hot caramel that is boiling on the stove.
Drop that caramel into the COLD WATER.
With your spoon, try to bring all that caramel together to make a SOFT BALL.
If it won’t come together, and spreads out into the water…it’s not ready.
You might have to test it several times until it’s ready.
DARN… have to keep tasting that caramel.
See how it is also sticking to my spoon – good sign it’s almost ready.
If it comes together in a Soft Ball – it’s ready.
A soft ball stage will flatten slightly when removed from the water.
You don’t want a hard ball – that will make Toffee!
When you’ve reached that Soft Ball Stage, remove the pan from the heat.
Add your Good Vanilla, and stir well to combine.
Now you are ready for the apples.
Dip those apples into the hot caramel, and roll around to coat well.
Lift and let excess caramel drip off.
Roll in nuts if desired.
Place apples on wax paper lined baking sheets.
Place in the fridge to set and cool.
After they have cooled, and the caramel has set well,
you can splurge a little more…and dip in chocolate – roll in more nuts!
Drizzle with white chocolate.
You get the picture – YUM
In this house, this is fancy enough.
Eat and Enjoy!

1 Cup Butter (2 Sticks)
4 cups Brown Sugar (not packed)
2 cups light Karo Syrup
2 cans Sweetened Condensed Milk
*not Evaporated Milk
2 Teaspoons good Vanilla
8 to 10 quarts popped popcorn.


Combine butter, sugar, karo syrup and stir well.  Keep stirring over medium heat until sugar has dissolved.  When mixture comes to a slow boil, add your condensed milk – keep stirring. Stir constantly until mixture comes to a soft ball stage. (234-238 degrees)  Stir in vanilla, and dip apples or pour over popcorn, and stir to coat.
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  • Katy - 10/31/2011 - 12:55 am

    What kind of popcorn do you use? Is it the kind you pop in the microwave in the bag? Is it buttered? It looks delicious!ReplyCancel

  • lily - 08/10/2013 - 1:34 pm

    Can this be made a day ahead and then put it in the crockpot to reheat???ReplyCancel

    • Get Off Your Butt and BAKE - 08/11/2013 - 3:44 pm

      Hi Lily,

      Yes….in fact, you can make it several days ahead, and keep it in the fridge, then re-heat on very low heat.


  • Maria - 09/19/2013 - 3:20 pm

    I think i messed up mine came out tasting funking and looking really dark .. Please helpReplyCancel

    • Get Off Your Butt and BAKE - 09/20/2013 - 12:04 pm

      Hi Maria,

      You must have overcooked the caramel, as that would be the only way it would be too dark!
      You really have to stir constantly, and watch caramel, as it will turn quickly all of a sudden.
      Try try again, because once you get it at the right stage – you will ALWAYS GET IT RIGHT, and it will be SO EASY!!

  • Kori - 02/04/2015 - 11:57 pm

    How many apples can I expect from this batch?ReplyCancel