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5 from 1 vote

Potato Chip Caramel Popcorn


  • 1/2 cup unpopped popcorn kernels
  • 1 cup brown sugar
  • 1/3 cup sweetened condensed milk
  • 1/2 cup light corn syrup
  • 1/2 cup butter 1 stick
  • 1/2 tsp salt
  • 1/2 tsp baking soda
  • 1/2 tsp vanilla
  • 1 bag Lay's Wavy Chocolate Dipped Potato Chips
  • 1/2 cup pretzel sticks broken in half
  • 1/2 cup white chocolate chips
  • 1/2 cup milk chocolate chips


  • Preheat your oven to 200 degrees.
  • Pop your popcorn kernels using an air popper or microwave.
  • In a large microwavable bowl, put your brown sugar, condensed milk, corn syrup, and butter.
  • Microwave for 3 sets of 2 minutes, stirring in between each.
  • Add your baking soda and salt stir in.
  • Pour your caramel over your popped popcorn in a large bowl and mix it all together.
  • Pour your caramel popcorn onto two baking sheets lined with parchment paper and spread evenly.
  • Place in your preheated oven and bake for 1 hour, stirring every 15 minutes.
  • Remove from oven and allow to cool.
  • Sprinkle with pretzels and Lay's Chocolate dipped chips.
  • Place your white chocolate chips in a small microwavable bowl and your milk chocolate in another
  • Using a spoon (or put each chocolate in a small ziplock and snip the corner with scissors) drizzle the chocolate over the top of all your popcorn in a striped fashion. Allow to harden.
  • Break into pieces and store in ziplock bags for up to 1 week.