Caramel Popcorn Cake is a quick, no-bake dessert made with soft caramel, marshmallows, crunchy popcorn, and colorful M&Ms for a fun, crowd-friendly treat. It’s easy to customize for holidays, parties, or just because, and it comes together in minutes with simple pantry ingredients. This popcorn “cake” tastes just like caramel popcorn, but with a softer, less sticky caramel coating that makes it easier (and less messy) to slice and serve.

Recipe Highlights
- Kid-friendly and nostalgic. Sweet, crunchy, and familiar flavors everyone recognizes and loves.
- No baking required. Everything comes together on the stovetop or in the microwave, making this perfect for warm weather or busy days.
- Customizable for any holiday. Swap out the M&Ms for seasonal colors to match Valentine’s Day, Christmas, Halloween, or any party theme.
- Great for sharing. The bundt-style shape makes this easy to slice and serve at parties, potlucks, or family gatherings.

Ingredients You’ll Need
- M&Ms: Add color, crunch, and chocolatey bites throughout the cake; seasonal colors make this extra festive.
- Butter: Adds richness and helps create a smooth, flavorful caramel base.
- Oil: Helps soften the caramel so it coats the popcorn evenly without becoming too sticky; coconut oil works especially well.
- Caramels: The main source of sweetness and that classic caramel flavor; they melt into a soft, chewy coating.
- Mini marshmallows: Lighten and soften the caramel, giving it a smoother texture that’s easier to eat.
- Popped popcorn: The crunchy base of the recipe; lightly salted or plain popcorn works best.

Tips & Variations
Caramel Popcorn Cake is very forgiving and easy to adjust based on what you have on hand or the occasion you’re making it for.
- Caramel bits work too. If you prefer, caramel bits melt faster and don’t require unwrapping.
- Use seasonal M&Ms to match holidays or party themes; this simple swap makes the dessert feel special with no extra work.
- Don’t over-stir after adding M&Ms. Gentle folding keeps the candy intact and prevents streaking.
- Try different add-ins like chopped pretzels, peanuts, or mini chocolate chips for added texture.

How to Store Caramel Popcorn Cake
Caramel Popcorn Cake can be stored at room temperature for 2–3 days when wrapped tightly in plastic wrap or placed in an airtight container. While the caramel stays soft and flavorful, the popcorn will gradually lose its crunch over time, so this dessert is best enjoyed within the first couple of days.
Refrigeration is not recommended, as cooler temperatures can cause the caramel to firm up and change the texture of the popcorn.

CARAMEL POPCORN CAKE
Ingredients
- ¼ cup butter
- ¼ cup oil the recipe calls for vegetable oil but I usually use coconut oil – I think you could probably replace this with butter also
- 20 caramels unwrapped*
- 2 ½ cups mini marshmallows
- 10 cups popped popcorn I popped about ⅓ cup of kernels in my air popper and it was the perfect amount
- 1 cup M&Ms
Instructions
- Melt the butter, oil, caramels and marshmallows in a microwave-safe bowl, stirring every 45 seconds until fully melted and smooth.
- Place 10 cups popped popcorn in a large bowl and pour caramel mixture over the top, stirring the popcorn until well coated. I usually wait a minute or two for the caramel to cool a little bit before adding the M&Ms so that they don’t melt too much.
- You don’t want to stir a ton after adding the M&Ms or they will start to melt all over the popcorn.
- Scoop the mixture into a greased bundt pan and let it sit until cool and firm (this only takes about 15-20 minutes).
- Slice and enjoy!
Video
Notes
Nutrition
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How to make popcorn on the stove
I used to just use a large stockpot to make popcorn on the stove (which works great!), but I recently got this popcorn maker and it makes the whole process even easier. The popcorn cooks perfectly every time. To make popcorn on the stove:
- Put 1-2 Tbsp of coconut oil in the stovetop popcorn maker or in your stockpot. If you are using a stockpot, make sure you have a lid! (You can use vegetable or canola oil, but I prefer to use coconut oil when I can. Coconut oil is wonderful for making popcorn!)
- Turn the heat on medium high and add about 6-7 “test” kernels to the pot. Put the lid on and wait for the kernels to start popping.
- As soon as the test kernels start popping, you can add the rest of the popcorn kernels. 1/8 cup of popcorn kernels will yield about 4 cups of popped popcorn, so you will want about 1/4 cup of kernels to make 8 cups of popped popcorn. I usually do a little bit extra though, it doesn’t have to be exact!
- Replace the lid and either continuously stir the handle on the stovetop popcorn maker or periodically shake your stockpot to prevent the kernels from settling in one spot and burning. As soon as the popping starts to slow down significantly, remove the pan from heat. That’s it!

Methods for making popcorn
You can make popcorn in any one of the following ways:
- Air-popped: This is easiest if you have an air popper like this one. If you don’t have an air popper, you can use a paper lunch bag. All you have to do it place about 1/3 cup of popcorn kernels in a brown paper lunch bag and fold the top over 1-2 times. Place upright in the microwave and microwave for about 1.5-2.5 minutes – until the gap between pops is one second long.
- Stove popped: Popcorn can easily be made on the stove and this is the method I prefer because I like the consistency/texture of the popcorn the best. Directions can be found earlier in this post!
- Microwave: You can definitely use microwave popcorn in this popcorn cake recipe if you prefer. The recipe works a little better if you use a more natural popcorn that has little salt or butter. The plainer the better!

Frequently Asked Questions
What kind of popcorn works best?
Plain or lightly salted popcorn works best so the caramel flavor shines. Air-popped, stovetop, or microwave popcorn all work well, as long as it isn’t heavily buttered.
Is Caramel Popcorn Cake gluten-free?
Yes, this recipe is naturally gluten-free since popcorn does not contain gluten, and the caramel ingredients are gluten-free as well.
How do you store Caramel Popcorn Cake?
Wrap leftovers tightly with plastic wrap and store at room temperature for up to 2–3 days. After that, the flavor is still good, but the popcorn may start to lose its crunch.
Love popcorn? So do we! Here are some other popcorn recipes to try!
- Better Than Caramel Popcorn takes classic caramel popcorn up a notch with a smooth, buttery coating made from just four simple ingredients that’s rich and gooey without being overly sticky.
- If you’re looking for a quick, sweet snack, Easy Homemade Caramel Popcorn is a simple microwave recipe made with pantry staples and ready in minutes.
- Made with just three simple ingredients, Marshmallow Caramel Popcorn is soft, sweet, and perfectly gooey, with a caramel sauce poured over popcorn and marshmallows.
- Peanut Butter Popcorn is a sweet-and-salty homemade treat that comes together in under 20 minutes and is perfect for serious peanut butter lovers.
- With cherry Kool-Aid flavoring and a melted chocolate drizzle, Chocolate Cherry Popcorn is an easy, fun popcorn recipe that works as both a snack and a dessert.
Caramel Popcorn Cake is one of those desserts that disappears fast, no matter the occasion. Whether you dress it up for a holiday or keep it simple for a family movie night, it’s an easy, fun treat that always gets compliments.










Kurinji says
wow very very innovative and interesting cake…
Jen says
5 stars all the way! Easy and delicious!
Ashley says
This was so fun and delicious. Everyone loved it!
Nene says
Delicious! Made this for 1st time over 40yrs ago and it has become an anticipated Christmas or birthday gift for friends.
Jessica says
So fun Nene!