I’ve got lots of wonderful healthy recipes to share with you this month, but I’m not about to give up on sweet treat Fridays.  It seemed only fitting to start the new year out right with a really fabulous dessert, and so I give to you caramel corn cupcakes.  I repeat: Caramel corn.  Cupcakes.  Two of my very favorite things combined in one dessert.  This is a cupcake I’ve been brainstorming about for months.  I honestly don’t know what caused me to think of caramel corn cupcakes.  One day we were driving in the car talking about something else entirely, and as usual, the undercurrent of my thoughts must have been something like, “Food.  Cupcakes.  Food.  I love food.  Especially caramel corn.”  And then suddenly, “OMG caramel corn cupcakes!!!”  The moment the idea popped into my mind and I knew it had to be so.  Given my love for these two things, I’m actually a little surprised I didn’t think to combine them sooner.  Then, as I often do, I hemmed and hawed over how exactly to best execute this idea.  Here is where we landed: a tender caramel cake base, a rich but not too sweet caramel buttercream, and a generous coating of caramel corn.  Oh my.

Most cupcakes can be made and assembled in advance without issue, but in this case the crunchy texture of the caramel corn is key to the finished product.  You can still frost the cupcakes in advance of when you plan to serve them, but add the caramel corn coating no more than a couple hours beforehand for the best results.  As a bonus, if you make a batch of homemade caramel corn (and I really insist that you do), you’ll have plenty left over for snacking on.  Good times.


For the cupcakes:
1¾ cups sugar, divided
1/3 cup very hot water
3 cups cake flour
1 tbsp. baking powder
½ tsp. coarse salt
¾ cup (12 tbsp.) unsalted butter, at room temperature
3 large eggs, at room temperature
1 tsp. vanilla extract
2/3 cup milk

For the frosting:
3 large egg whites, at room temperature
¾ cup sugar
Pinch of salt
16 tbsp. unsalted butter, cut into 1 tbsp. pieces, at room temperature
½ cup caramel sauce 

For the topping:
Caramel corn (about 3-4 cups, plus more for snacking of course!)


  • 01

    To make the cupcakes, preheat the oven to 350˚ F.  Line cupcake pans with paper liners.  In a small saucepan, spread ½ cup of the sugar in an even layer over medium heat.  Cook, stirring frequently, until the sugar melts.  Continue cooking until the caramel reaches a deep amber color.  (Test a drop on a white plate to accurately judge the color.  Watch very carefully, as caramel can go from perfect to burned in a matter of seconds…trust me on this.)  When the desired color is reached, pour in the hot water in a very slow, steady stream down the inside edge of the pan, whisking constantly to incorporate.  (If the caramel seizes, all is not lost.  Simply reduce the heat to low and continue to heat slowly until the chunks have melted back into the caramel.)  Once the water is incorporated and smooth, set aside to cool.

  • 02

    In a medium bowl, combine the cake flour, baking powder, and salt.  In the bowl of an electric mixer, combine the remaining 1½ cups sugar and the butter.  Beat on medium-high speed until light and fluffy, about 2-3 minutes.  Blend in the eggs one at a time, beating well after each addition.  Blend in the vanilla extract.  Stir in the caramel and mix until incorporated.  With the mixer on low speed, add the dry ingredients in three additions alternating with the milk, beating each addition just until incorporated.

  • 03

    Divide the batter evenly between the prepared liners.  Bake until a toothpick inserted in the center comes out clean, about 18-20 minutes.  Let cool in the pan for a few minutes, then transfer to a wire rack to cool completely.

  • 04

    To make the frosting, combine the egg whites and sugar in a large heatproof bowl set over a pot of simmering water.  Heat the mixture, whisking very frequently, until the sugar is completely dissolved and reaches 160° F on an instant read thermometer.  Transfer the mixture to the clean, dry bowl of a stand mixer fitted with the whisk attachment.  Beat on medium-high speed until the mixture holds stiff peaks.  Reduce the speed to medium low, add in the salt and begin adding the butter one piece at a time, beating well after each addition.  If the frosting looks soupy or curdled, continue to beat on medium-high speed until thick and smooth again, about 3-5 minutes more (or longer – don’t worry, it will come together!)  Once the frosting is thick and smooth, stir in ½ cup of the cooled caramel sauce until well blended.

  • 05

    Transfer the frosting to a pastry bag fitted with any wide round tip.  Pipe a dollop of frosting onto each cupcake.  (It doesn’t need to look neat since it will be covered up anyway.)  When you are ready to serve, coat each dollop of frosting generously in the caramel corn.  (Either dip it directly into the caramel corn – AKA the easy way, or carefully place each piece of caramel corn for the best aesthetic value – AKA the crazy Annie way).  Enjoy!


  • Sylvie77

    Those look fun!

  • Perfectly adorable! Thanks for always inspiring…

  • These look amazing! The last time I made caramel frosting it was so sweet that I found it to be inedible (and this is coming from a major sweet tooth.) I’ll have to try this version!

  • Danielle

    These remind me of a sauce we had at McCrady’s in Charleston. It was a buttered popcorn sauce, covering lobster, I believe. It was so incredible I had to know how they were able to replicate the flavor spot on. I was told they seeped the popped corn in cream for a long time and then pureed that into the sauce. I wonder if you could do the same in your cupcakes to give an even stronger popcorn flavor? Just thought of that when I saw your recipe title.

  • What a cute idea! I can totally relate to constant thinking of new ideas to try. I actually keep a small notepad with me to jot down ideas when I get them. My husband usually looks at me like I’m a crazy person when I randomly blurt out these ideas, but nine times out of ten they turn out great. Thanks so much for sharing!

  • What a fun idea, Annie!

  • The Hungry Housewife

    Ohhh my. Is it possible for one person to eat all of these? Can I try?

  • wow, so pretty!! caramel popcorn is so yummy :)

  • These are 2 of my favorite things as well!

  • Anonymous

    How cute are those!? Those would be perfect movie night treats!

  • Ah wow, Im not a huge frosting fan but top anything with popcorn and I’m sold. Must. Make. Caramel Corn. yum!

  • Anonymous

    Yes, I do the same but just have running lists on my iPhone :)

  • These are absolutely adorable!

  • I read your title and was like, “Whhaaaaat? GET OUT! She did it again…”
    Literally… that was my thought. You’re always pushing the envelope. I love that. It inspires me.

  • This would be so awesome for a kids birthday party! Love it.

  • OMG YES!!

  • What a cute idea Annie! And so perfect for a movie/carnival/baseball themed party!

  • Chelsea Francis

    Haha I totally have undercurrents of my thoughts on a constant “I love food.” These look awesome!

  • Michelle

    Can you believe that I already have 12 months of cupcake recipes to try this year. I got hooked on cupcakes last October and found so many recipes I wanted to try that I divided them out to 2 recipes per month for the next year and now you post this!! I’m going to be in baking heaven. 3 recipes for January…yeah, I don’t have a problem with that when one of them involves caramel corn.

  • Yes! I got a HUGE bag of chocolate caramel popcorn for Christmas and I KNEW there had to be a cupcake out there for it! Thank you for reading my mind….I love your blog, and read it all the time :)

  • why haven’t i thought of these before?! annie, you’re amazing, caramel corn is one of my fav snacks!

  • Heather

    I love this idea…my homemade caramel corn is very addictive and only gets made around Christmas. Every year as the first batch bakes I think I should make it more often and then I eat 85% of that batch and remember why I don’t!

    My idea ( haven’t tried it yet) is for caramel corn ice cream…I’m thinking it would be great, but have to be eaten right away so the crisp factor is there. Popped into my head as I ate 89% of batch 4!

  • Hahaha, I like the “crazy Annie way!” These look amazing, and I know exactly the person to make these for (BF’s mother who LOVES caramel corn)!

  • Angie R.

    I had a question about the caramel corn. When I make the caramel corn it is in big chunks, which I have to break apart, kind of like bark. Yours, in the photo, looks like it is coated more individually. (wasn’t sure how to say that, haha!) Did you just break it apart that way, or is there something you do when making it? Thanks!

  • Anonymous

    No, I make it as described in the directions. Maybe you just need to break it up a little bit more? Mine definitely has some clumps as well, but I put on single pieces for a more even look.

  • Anonymous

    I’ve heard of that method before and it is a good idea, but I’m not sure how it would be incorporated into this particular recipe. Not to mention the popcorn flavor is definitely the star here already, so I’m not sure it would be worth an extra step. But definitely something to keep in mind for future popcorn treats!

  • I also like to end my week with sweet treats. This idea is genius!

  • Wow Annie! You’ve done it again with your amazing cupcakes! Can’t wait to try these :)

  • Gaby

    Where I live, unsalted butter is way more expensive than regular one, will it make any difference on the flavor or do I have to add more sugar?..
    Can’t afford to buy the unsalted one.

  • Anonymous

    You can use salted and simply reduce the salt in the recipe slightly.

  • This got my attention big time! Love the recipe, must try it and love your blog also!

  • eileen

    Consensus of the internet… adopt me! Your recipes are truly fantastic and I only dream of the day there is a scratch n sniff screen (or more preferably a reach and grab). Can’t wait for the day you have a book! It will be much deserved!

  • These are so cute! They would be great for the super bowl or a kids party! The photos are beautiful!

  • Kachna

    very delicious

  • Oh my goodness. I literally laughed out loud at your undercurrent thoughts. “..Food. I love food..” lol. Hits way too close to home. :)

    This combination has never occurred to me either. But with the way you describe it, it sounds absolutely perfect and delicious. Thank goodness your foodie brain never shuts off because then we get deliciousness like this! :)

    Have a great weekend!

  • These are SO fun! Love the photos and the idea. Perfect for carnival or circus themed birthday parties.

  • These are so cute! Definitely going to be trying them out this weekend!:)

  • Ginnette

    Most beautiful cupcake I have ever seen! I love caramel popcorn, I would try to make it soon :)
    good job!

  • DonnaDlrichar

    I am not sure if I am reading the directions wrong but I noticed that the first step is combining the water and partial sugar. Then the step after the sugar mixture reaches amber says to add the hot water. In the ingredient list I only see one listing for water. How much water is needed in the first step? (water and sugar mixture). Thanks Annie! Love your blog!

  • Anonymous

    That was a typo initially but was corrected a couple days ago. Maybe you have printed out the old version?

  • Hi Annie just wanted to say that I absolutely loved your cupcake calendar!!!! I discovered it on Saturday and it makes me happy just looking at it!! Pictures are beautiful. Thanks for making it cause now I’ll have cupcakes every month and I don’t even have to eat them!

  • Hey Annie loved, loved, loved your CUPCAKE CALENDAR!!!! Pictures are beautiful and it inspires me to get in the kitchen and bake up one of your beautiful creations!! Thank you for sharing your talent with everyone! God Bless!

  • Anonymous

    Ooo, this is just the recipe I was after! I bought some cupcakes cases the other day which look like mini popcorn boxes and I wanted to make some popcorn cupcakes in them. Now I can!

  • Donna


  • Miss Jade

    I just wanted to say thank you. Everyone always made fun of me for not being able to cook or bake. Lately, I have been baking some of your cupcake recipes and now people are putting in birthday cupcake requests and telling me how well I can bake :) It feels amazing! So thank you!

  • Ohhh my goodness. This would make a crazy awesome layer cake.