Salted Caramel Popcorn Cupcakes

After our dad and brother passed away, our Aunt used to come over and make us the most amazing caramel popcorn. While we knew it wouldn't change what had happened, it was such a kind and tasty gesture that it made such a big impact. She had lost her daughter too and came over to do whatever she could to make us feel better and, it turns out, that was this warm caramel popcorn. I'm pretty sure that it was a tightly guarded family secret until I saw it popping up everywhere on Pinterest.  

We've lost a lot of loved ones in our family. There's a running joke in our family (yes a joke because if you can't laugh about it you will do nothing but cry) that when our Grandma passed away, she agreed to be taken so young she as long as she would get to bring home one from each of our families. Unfortunately for us, she has one from each family now. Earlier this year our family lost our amazing cousin far too young. He left behind his new fiance and this last Friday would have been their wedding day.  His sisters invited Kitty and I up to have a girls' night with his family and fiance to help ease the pain that can come from these anniversaries. They asked us to bring a tasty treat (yeah, we have a reputation) and I thought what better treat than a cupcake that encompassed that comforting feeling we got from my Aunt's caramel popcorn. I put together a recipe that I believed was perfect.

We had an incredible night that I believe helped us all remember my cousin and the joy that he brought into the lives of those around him. One of his sisters treated us to a lovely faux striptease - complete with a knock on the door while blasting a slightly raunchy song on her phone - while wearing a neon yellow, full body leotard.  That then morphed into a 45 minute dance party with all of us ladies and his nieces. At one point the pumpkin costume that the 5 year old had brought to wear ended up on his other sister while she jumped up and down and pumped her fist in the air. Just to remind you, this was with all of us sober (we don't drink). That was then followed up by a freaking hilarious game of Cards Against Humanity. It was a great night. Oh, and the cupcakes didn't disappoint either :)

Salted Caramel Popcorn Cupcakes

For the cupcakes:

2 1/4 Cups Flour, sifted

1/2 Cup White Sugar

1/2 tsp Baking Soda

1/2 tsp Baking Powder

1 Cup (2 sticks) Salted Butter


1 Cup Packed Brown Sugar

1/2 Cup Hot Water

1 Cup Mini-Marshmallows

2 Eggs

1 tsp Vanilla

1/2 Cup Heavy Cream

1/2 Cup Whole Milk

Coarse Sea Salt (optional)

For the Frosting: 

1 Cup (2 sticks) Salted Butter, softened at room temperature

4 1/2 Cups Powdered Sugar (divided)

Approximately 3 TBSP of Caramel Sauce (melted, not hot) + a little extra for decorating

3-4 TBSP Milk


For the Popcorn (optional): 

1 Stick butter

1/2 Cup Kernels (if air popping) or 1 Bag of Popcorn Microwaved

1/2 Cup Packed Brown Sugar

1 Cup Mini-Marshmallows


  1. Preheat the oven to 400 degrees F. Line 2 cupcake pans with cupcake liners and spray with non-stick spray. Set aside.
  2. Mix flour, white sugar, baking soda, and baking powder together. 
  3. In a medium saucepan over high heat combine butter, brown sugar, hot water, and marshmallows together. Heat until melted together and is the consistency of syrup. This means letting it boil for about 10 minutes while stirring constantly. When you're heating up sugar it can get away from you quickly and end up all over the top of your stove. Not that I know from experience or anything...  Once consistency is correct, let cool for 3 minutes.
  4. Pour syrup over dry ingredients and mix. 
  5. Add eggs, vanilla, heavy cream, and whole milk and mix well. 
  6. Scoop batter into cupcake liners to about half.
  7. Bake at 400 degrees for 10-12 minutes or until they test done in the center. Remove from the oven at let cool for at least an hour before frosting. 
  8. To prepare frosting, in a stand mixer cream butter until fluffy (usually about 3-5 minutes). 
  9. Add two cups of powdered sugar and mix. 
  10. Heat caramel sauce for 10-15 seconds to soften. You want it soft but not hot. 
  11. Add the caramel sauce to the bowl of the stand mixer and combine. 
  12. Add the remaining powdered sugar and mix. Add 3-4 TBSP of milk and combine. 
  13. Place frosting in the the fridge to cool for 20-30 minutes. 
  14. While frosting is chilling, prepare popcorn.  Once popcorn is popped, separate out the popped kernels from the un-popped kernels. The best way I found to do this is to have two bowls, one empty and one with the popcorn. Start by picking up a handful of the popped popcorn and shaking your hand so un-popped kernels fall through your fingers.
  15. In a small saucepan over medium heat combine butter, brown sugar, and marshmallows. Heat until melted and well combined.
  16. Pour sauce over top of popcorn and mix with spatula or spoon until all popcorn is covered. Don't worry, this makes more than you will need to top the cupcakes so you can test this out. You're welcome. 
  17. Fill a piping bag with frosting and frost the tops of the cupcakes. I just did a simple swirl on top since I would be adding the popcorn on top.
  18. Top the frosting with a little chunk of the popcorn. 
  19. Heat up the remaining caramel sauce and drizzle a little on top of the completed cupcake. Lightly sprinkle with the coarse sea salt. 
  20. Enjoy!