How To Make The Ultimate Boardwalk Treat: Caramel Popcorn

I grew up in Linthicum, Maryland, a bedroom community about nine miles south of Baltimore. The city and its surrounding suburbs definitely had an urban feel. But across the Chesapeake Bay—on Maryland’s Eastern Shore—a coastal summer vibe prevailed. Travel time from the city was only an hour or two, depending on how far east you wanted to go. We always drove two-and-a-half hours (132 miles) to reach the edge of the continent, then cross the Isle of Wight Bay on the Ocean Gateway bridge, and arrived at the coastal barrier island known as Ocean City, Maryland.
A three-mile boardwalk followed the shoreline of the south end of the beach, and a large pier (complete with carnival games and rides) anchored its south end. Back then, the boardwalk was one long string of campy shops that sold tee shirts, flip-flops, lotion, towels, saltwater taffy, ice cream, popcorn, steamed crabs, and tons more. You name it, one of those shops had it.
As soon as the morning sun peeked over the eastern horizon, the boardwalk came alive. The smell of popcorn and French fries in the air competed with the aroma of freshly baked pizza and shrimp steamed in Old Bay. And oh, the noise. Seagulls squawked as they scouted overhead for bits of junk food. Babies cried, and kids shouted to be heard over the constant roar of the surf. Dozens of radios, scattered among the profusion of beach blankets and umbrellas, blared the latest pop and country songs from at least five different radio stations.
For me, a trip to the beach wasn’t complete without a bucket of “carmel corn” to eat while sitting in the sand on our beach blanket and a bucket to take home. Caramel popcorn has been a boardwalk snack tradition in Ocean City, Maryland since 1937. Crunchy, buttery, sweet, and a bit salty—caramel corn from the boardwalk was true bliss.
Much to my surprise, the Houston Museum of Natural Science distributed this recipe during a children’s holiday event over ten years ago. It produced a treat that tasted very much like the caramel corn we craved from Ocean City, which amazed me. But honestly, nothing can replace the sweet popcorn confection I remember from the boardwalk “down the ocean.”
Easy Caramel Popcorn
Ingredients:
- ½ cup unpopped popcorn
- 1 ½ cup unsalted peanuts (optional)
- 1 cup packed brown sugar
- ½ cup butter
- ¼ cup light corn syrup
- ½ teaspoon salt
- ½ teaspoon baking soda
This recipe makes four quarts of caramel popcorn. Store it at room temperature in an airtight, covered bowl.
Directions:
- Step 1: Pop the Popcorn.
Pop unpopped popcorn in a popper or on the stovetop. I use a popcorn popper, but you can also make the popcorn in a pan on the stove. Drier popcorn works better, so don’t use too much oil. I use 3 tbsp of olive oil for ½ cup of unpopped popcorn. Put the popped popcorn in a large paper grocery bag, add the peanuts, shake, then set aside. Since it’s hard to find a paper grocery bag these days, I’ve also used a large cooking pot for this step.

Photos by Allorianna Matsourani.
- Step 2: Mix the Ingredients for Caramel.
In a large microwave-safe bowl (I prefer glass), mix the brown sugar, corn syrup, butter (softened at room temperature), and salt. The mixture can be lumpy at this point.

Photos by Allorianna Matsourani.
- Step 3: Boil the Brown Sugar Mixture.
Microwave the mixture on high until the mixture boils, about one to two minutes depending on your microwave. Once it boils, continue to microwave the mixture for two minutes, stopping the microwave occasionally to stir it. It may take two or three boil-and-stir rounds to melt all the sugar.

Photos by Allorianna Matsourani.

Photos by Allorianna Matsourani.
- Step 4: Add the Baking Soda.
The brown sugar mixture should be thick and bubbly. Add the baking soda and stir into mixture. It will become lighter in color and fluffy.

Photos by Allorianna Matsourani.

Photos by Allorianna Matsourani.
- Step 5: Pour Caramel Over Popcorn.
Pour the caramel mixture into the paper bag with the popcorn and peanuts. Shake vigorously.

Photos by Allorianna Matsourani.

Photos by Allorianna Matsourani.
- Step 6: Make Sure Popcorn is Coated.
The caramel mixture gets stiffer as it cools. After shaking the popcorn, check the bag contents for coverage. The bag may need to be microwaved for another minute and shaken again.

Photos by Allorianna Matsourani.
- Step 7: Pour into a Bowl.
Enjoy!

Photos by Allorianna Matsourani.
Yum! I can’t wait to try to make this at home. I’m not very kitchen savvy but this recipe seems worth a try!
Warning! This popcorn can be addictive! 🥰
Thank you for this!! Popcorn is my favorite snack. I eat it every other day. I’ve been wanting to try making caramel popcorn and this recipe is so easy to follow! I will be making.