I think cupcakes with mountain-high frosting is glorious. However, the sight of those beauties always alarms my guys who scrape off most of the frosting and leave a beautiful mess on their plates (seems I’m the only one who eats cupcakes for the frosting). So I thought: how about mountain-high caramel popcorn cupcakes? The verdict: no caramel corn left on their plates!

Caramel Popcorn Cupcakes 2   Caramel Popcorn Cupcakes


1/2 cup unsalted butter, room temperature

1 cup packed brown sugar

1/2 cup granulated white sugar

2 eggs, room temperature

1 tsp pure vanilla extract

1/2 cup milk

3/4 tsp baking powder

1/4 tsp salt

1-1/2 cups all-purpose flour


12 Kraft individually wrapped caramels, wrappers removed (buy 1-14 oz bag and use balance for caramel corn below)

6 tbsp butter

2 cups confectioner’s sugar

1/4 cup half-and-half


8 cups popcorn (I used 1 bag of microwave kettle corn)

38 (or so) Kraft individually-wrapped caramels, wrappers removed

2 tbsp water

1) CUPCAKES: Preheat oven to 350 degrees

2) In large bowl, using electric mixer, beat butter and sugars on medium-high speed until light and fluffy, 3-5 minutes; add eggs, vanilla, and milk and beat until combined; beat in baking powder and salt; on low speed, gradually add flour and beat until just combined

3) Divide batter between 12 liners in muffin pan; bake 20-24 minutes until a toothpick inserted in center comes out clean; remove from oven and set aside to cool

4) FROSTING: While cupcakes are baking, prepare double boiler on stove by pouring 1 cup of water in bottom of double boiler and bringing to a boil over medium-high heat; to top pan of double boiler, add 12 caramels and butter; stir often until just melted (7-8 minutes)

5) Gradually stir in confectioner’s sugar and half-and-half; when mixture is combined and smooth, remove from heat and let cool on counter 10 minutes; refrigerate 1 hour or more

6) Stir frosting to a smooth consistency and frost cupcakes; refrigerate

7) CARAMEL CORN: Pop popcorn, discard unpopped kernels (don’t want to chip a tooth); set popcorn aside

8) In large non-stick skillet over medium heat, add caramels and 2 tbsp water; stirring constantly, melt into a smooth caramel sauce; remove from heat and immediately pour popcorn into sauce; with plastic spoon, gently stir popcorn until well coated; remove cupcakes from refrigerator; lightly wet hands and, working quickly (and carefully if your skillet is hot), scoop a small handful of caramel-coated popcorn, pat into ball shape, and gently push down into frosting on cupcake; repeat with remaining cupcakes

9) Serve immediately or refrigerate for later (if your guys will let you)

Makes: 12 cupcakes

NOTE: This is a “repeat” recipe featured on my original “Kitchen Novelist” blog 05/25/12.


  1. These looks too amazing!!

  2. Bernice says:

    They looks like little presents in your first picture. Very nice!

  3. heididmedina says:

    Hi there, just wanted to let you know I nominated you for the One Lovely Blog Award and the Very Inspiring blog award. If you are interested go to this link.

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