Harvest Caramel Corn

This delicious recipe came from the blog Two Sisters.

We tested it and loved it so much that we wanted to share it here with you!

Are you looking for a fun fall “snacktivity” to enjoy with the family? This gooey and sweet caramel corn recipe is a guaranteed crowd-pleaser that’s easy to make at home. The beautiful fall colors make this treat perfect for gifting, so be sure to make extra to share with family and friends!

Harvest Caramel Corn



  • 10 Cups of Popped Popcorn
  • Salt
  • 1 Cup Butter (Sweet Cream Salted)
  • 1 Cup Light Brown Sugar
  • 2 tsp. Vanilla
  • ½ tsp. Baking Soda
  • ROLO Candy
  • Harvest Blend M&M Candy or Reese’s Pieces


  1. Make popcorn, salt, and set aside in a large bowl.
  2. Unwrap ROLO candy if necessary and cover a large cookie sheet with aluminum foil. Set the candy and cookie sheet aside.
  3. Melt 1 cup of butter in a large saucepan over medium heat.
  4. Once the butter has melted, add 1 cup of brown sugar and stir until thoroughly mixed.
  5. Stirring continuously, bring the butter and sugar mixture up to a boil.
  6. When the mixture reaches a boil, allow it to cook for 4 minutes without stirring.
  7. Next, add 2 tsp. of vanilla and stir to mix.
  8. Continue to boil the mixture for one additional minute, then add the ½ teaspoon of baking soda and stir until thoroughly combined.
  9. Drizzle ¾ of the caramel mixture over the popcorn. Use a spoon to gently fold the popcorn with the caramel mixture until the popcorn is coated. Set the remaining caramel mixture to the side.
  10. Pour the popcorn out onto the foil-lined cookie sheet. The caramel coating will still be hot, so use a spoon or spatula to help transfer the popcorn instead of your fingers.
  11. Drizzle the remaining caramel mixture over the caramel corn and immediately sprinkle the ROLO and M&M Candy (or Reese’s Pieces) on the areas with the drizzled caramel mixture.
  12. Let the popcorn cool. Serve and enjoy!


If your sous chefs are teens, they can be involved in every step of this recipe. However, if your helpers are younger and less experienced in the kitchen, we recommend involving them in salting the popcorn, unwrapping the ROLO candies, and adding the candies to the popcorn in the final step of the recipe.