Aunt May’s “Carmel Corn”

I made caramel corn on New Year’s Eve. I knew I had this recipe in my card box, and while I remember making it many years ago, I used it as inspiration and modified it – and it was great.



This card makes me giggle – first, other than in crossword puzzles, you never see the term “oleo” anymore. Second, I don’t know why any farm wife ever used the fake stuff instead of real butter. Ever. Third, the instructions are so sketchy. They assume you kind of already know how to do this.

I halved the recipe and it was perfect. Here’s the scoop:



1/3 cup popcorn kernels (unpopped)

Vegetable oil, for popping

1/2 cup brown sugar

1/2 stick butter + an additional Tablespoon

1/4 cup corn syrup

1/8 teaspoon baking soda

1/4 teaspoon vanilla extract


Optional: peanuts or mixed nuts (as much as you want – a cup or two, maybe)


Preheat the oven. The card says 250 degrees, but I did 275 degrees because I was feeling impatient.

Which is so unlike me….Said no one, ever.

First, pop the popcorn on the stovetop. Here’s how I do it: Cover bottom of heavy, medium saucepan with vegetable oil. Place two kernels of corn in it, turn the heat onto almost-high, and put the lid on. Stay nearby. When you hear BOTH kernels pop, remove the lid and carefully dump the 1/3 cup of kernels into the kettle, swirl quickly to coat the kernels with oil, then replace the lid. Turn the heat to high and wait for the magic to happen. When the popping slows, remove pan from heat and dump the popcorn into a large baking pan with sides (I have a large metal lasagna pan that works great). Shake some salt over the popcorn and toss. If you’re going to use nuts, throw those into the pan now. If you’re using salted nuts, maybe skip the extra shake of salt. Your call, though.

(I have thoughts about making popcorn. First, you could probably air-pop the popcorn, if you like styrofoam you’re into that sort of thing, but remember, you’re going to coat it with sugar, so you shouldn’t worry so much about calories. (Also, the 1980s called and it wants its air-popper back for its dorm room.) Plus, everyone already knows that stovetop-popped popcorn is just worlds better. Next, do not skimp on the oil. It’ll pop best if there’s a good, generous coating on the bottom of the pan. Don’t waste the good olive oil on this. And if you are even tempted to use spray-oil from a can, then I’m not sure we can be friends. Finally, be sure you use a good, heavy-bottomed pan. And if you have one of those fancy stovetop poppers with the crank, rock on – I’m still waiting for Santa to bring me one, but it’s OK, a saucepan works great. Plus, I don’t know where I’d store it.)

Next, make the caramel part: In another heavy-bottomed saucepan, place the half-stick of butter, brown sugar, and corn syrup. In the absence of guidance here, I used medium-high heat. Stir to melt the butter, then occasionally as it comes up to a boil. Once it reaches a boil, stir and cook for another minute or so. Then turn the heat off. Add the 1 T butter, baking soda and vanilla, and stir till combined. The mixture gets a little foamy. Pour it over the popcorn (and nuts) and stir to combine and coat the popcorn thoroughly. You could shake some more salt on at this point because sweet ‘n’ salty is never a bad thing.

Now, put the popcorn in the oven. The card says 1 hour at 250 degrees, stirring every ten minutes.  But I was impatient – it was after 10pm on New Year’s Eve when I got this brainstorm and an hour seemed like an eternity. So, I set my oven to 275 degrees, asked Siri to set the timer for 10 minutes, and stirred it three different times. It was in the oven for 40 minutes. Every time you stir, make sure you keep trying to coat the popcorn with the caramel. This part will be a little more difficult if your oven pan is too full, so I recommend making the smaller batch. Then make it again, because it won’t last long.

Remove the pan from the oven, let it cool for a bit, then watch it disappear.

Happy new year!


5 thoughts on “Aunt May’s “Carmel Corn”

  1. I didn’t have the recipe until now but her daughter Ellen made it for us all to enjoy at the fireworks outside Hershey Park a million years ago on the 4th of July. I can still remember to its deliciousness!

      1. I’m seriously surprised Aunt May used oleo. We NEVER even had it in our house one farm up from Aunt May’s! Butter butter butter! We were farmers for heaven sakes!
        Aunt Cathy

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