Chocolate Caramel Popcorn



  • 14 ounces caramels
  • 3 tablespoons butter or margarine
  • 2 tablespoons water
  • 12 cups air popped popcorn - 2 cups unpopped
  • 1 cup peanuts or other nut of choice
  • 4 squares finely chopped semi-sweet chocolate or 1 cup chocolate chips, melted






  • Preheat oven to 300°.
  • Microwave carmels, butter and water in a microwave safe bowl on high for 2-3 minutes or until carmels are completely melted. Stir after each minute of heating.
  • Combine popcorn and peanuts in a large bowl.
  • Drizzle the caramel mixture over the popcorn and peanuts.
  • Mix to coat.
  • Spread popcorn out on a greased baking sheet.
  • Bake for 20 minutes, stirring after 10 minutes.
  • Melt 1 cup of chocolate chips, spread over baked popcorn mixture and stir to combine.
  • Spread popcorn out on waxed paper to cool.
  • You may need to break some of the pieces into smaller clusters.
  • Store in a covered container at room temperature for up to one week.