Disclaimer: Our editors have used AI to create or enhance parts of this article and some images. All content has been fact-checked by our team to ensure accuracy.
Here’s my low carb caramel corn recipe, made with simple ingredients that give you that sweet, crunchy snack you love – but without all the sugar and carbs of traditional caramel corn.
This has become my go-to movie night treat since I started watching my carb intake. My kids actually prefer it to regular caramel corn now, and I always make a double batch because it disappears so quickly. Who says eating low carb means giving up your favorite snacks?

Why You’ll Love This Low Carb Caramel Corn
- Keto-friendly snacking – This sugar-free version lets you enjoy the classic taste of caramel corn without breaking your low-carb diet – perfect for movie nights or satisfying sweet cravings.
- Quick preparation – Ready in just 30-45 minutes, you can whip up this treat whenever the craving strikes.
- Simple ingredients – With just a handful of basic keto pantry staples, you can create this sweet and salty snack at home.
- Classic taste – The combination of allulose and blackstrap molasses creates that authentic caramel flavor you remember, making it hard to believe it’s actually low-carb.
What Kind of Popcorn Should I Use?
When it comes to making caramel corn at home, you’ll want to start with plain, freshly popped popcorn – skip the microwave bags and pre-seasoned varieties. Air-popped corn works great and gives you the cleanest flavor, but you can also pop kernels in a pot on the stove with a little oil. Look for premium white or yellow popping corn kernels at the grocery store – both types work equally well, though white kernels tend to have slightly more tender hulls. Just make sure your popped corn is completely free of unpopped kernels (we call these “old maids”) before coating it with the caramel sauce, as nobody wants to bite into a hard kernel hiding under that sweet coating.

Options for Substitutions
Let’s talk about what you can swap in this low-carb treat without compromising the final result:
- Allulose: While allulose works best for this recipe, you can use xylitol as mentioned. However, avoid using erythritol alone as it will crystallize. Monk fruit-allulose blends also work well. Just remember that different sweeteners have different levels of sweetness, so start with less and adjust to taste.
- Grass-fed butter: Regular butter works fine here – no need to stress if you don’t have grass-fed. Just make sure it’s real butter and not margarine, as the recipe needs the milk solids for proper caramelization.
- Heavy whipping cream: This is pretty crucial for the right texture, but you could use heavy cream (36-40% fat). Don’t substitute with half-and-half or milk as they’re too thin and will prevent proper caramel formation.
- Blackstrap molasses: Since this is optional, you can skip it entirely. It’s mainly there for color and that classic caramel flavor, but leaving it out won’t affect the texture.
- Kosher salt: Regular table salt works too – just use about half the amount since it’s finer than kosher salt.
Watch Out for These Mistakes While Making
The trickiest part of making low-carb caramel corn is getting the right temperature – if you don’t cook the caramel sauce long enough, it’ll remain too sticky, but cook it too long and you’ll end up with a bitter, burnt mess. Use a candy thermometer and cook until it reaches 340°F (171°C) for the perfect golden caramel.
When adding the baking soda, many people skip the thorough whisking step, but this is crucial – the baking soda needs to be completely incorporated to create that light, airy texture that makes caramel corn so special.
Another common mistake is not spreading the coated popcorn in a single layer while it cools – clumping leads to soggy spots and uneven coating, so take the extra minute to spread it out on a parchment-lined baking sheet. For the crispiest results, let the caramel corn cool completely at room temperature before storing it in an airtight container.

What to Serve With Low Carb Caramel Corn?
This sweet and salty snack is perfect for movie night, and it pairs really well with other keto-friendly munchies! Try serving it alongside some mixed nuts, like almonds or pecans, to create a satisfying snack mix that’ll keep you full throughout the movie. For a fun game day spread, put out a bowl of this caramel corn next to some cheese crisps and pork rinds. If you’re feeling fancy, serve it with a cup of sugar-free hot chocolate or a cold glass of almond milk – both drinks complement the buttery caramel flavor perfectly.
Storage Instructions
Keep Fresh: Let your low carb caramel corn cool completely, then place it in an airtight container. It stays crunchy at room temperature for up to 5 days. I like to add a paper towel to the container to absorb any extra moisture and keep the popcorn nice and crispy.
Store Long-Term: For longer storage, keep your caramel corn in the fridge in an airtight container for up to 2 weeks. The cool temperature helps prevent the allulose from potentially becoming sticky in humid conditions.
Make Ahead: This treat is perfect for making ahead for parties or movie nights! You can prepare it 2-3 days before you need it. Just remember to keep it sealed tight until you’re ready to serve. If it loses some crunch, spread it on a baking sheet and pop it in a 250°F oven for 5 minutes to crisp it up again.
Preparation Time | 10-15 minutes |
Cooking Time | 20-30 minutes |
Total Time | 30-45 minutes |
Level of Difficulty | Medium |
Estimated Nutrition
Estimated nutrition for the whole recipe (without optional ingredients):
- Calories: 800-1000
- Protein: 10-15 g
- Fat: 60-70 g
- Carbohydrates: 40-50 g
Ingredients
- 4 to 5 cups popped popcorn
- 56 grams grass-fed butter (salted or unsalted)
- 1/4 to 1/2 cup allulose (or xylitol)
- 1/2 cup heavy whipping cream (118 ml)
- 1/4 to 3/4 teaspoon kosher salt (adjust if using salted butter)
- 1 teaspoon blackstrap molasses (optional)
- 1/4 teaspoon baking soda
Step 1: Prepare the Popcorn
Start by getting your popcorn ready.
You can either buy a bag of salted buttered popcorn or pop your own to suit your preference.
One batch of caramel is generally enough to coat 4 to 5 cups of popcorn, depending on how heavily you want it coated.
Once ready, transfer the popcorn to a lined baking tray and set it aside.
Step 2: Prepare the Caramel Base
In a large dutch oven, add butter and set the heat to medium/low.
Allow the butter to simmer, stirring occasionally, until it is fully browned.
This should take about 5 minutes.
If you prefer a salted caramel flavor, feel free to use salted butter.
Once the butter is browned, add the sweetener, heavy cream, and salt (omit the salt if using salted butter).
Stir until all the ingredients are fully combined.
If desired, add in a bit of molasses for additional flavor, and stir briefly until just incorporated.
Step 3: Simmer the Caramel
Lower the heat to very low and let the caramel simmer for 15 minutes without stirring.
This gentle cooking allows the caramel to develop its flavor and consistency.
Taste the caramel for seasoning.
In case the caramel splits due to high temperature, take it off the heat and let it cool for about 5 minutes.
Return it to low heat, and gently whisk in a tablespoon of water until it recombines, which should happen quickly.
Step 4: Finalize the Caramel
At the very end of the simmering process, mix in a touch of baking soda.
Be prepared as the mixture will bubble up rapidly—this is why a larger dutch oven is recommended.
Immediately pour the bubbling caramel over your prepared popcorn.
Step 5: Coat the Popcorn and Cool
Using a spatula, rapidly mix the caramel and popcorn to ensure an even coat.
Optionally, sprinkle some flaky sea salt over the popcorn for an additional burst of flavor.
Allow the caramel popcorn to set aside and cool completely before serving.
Enjoy your delicious caramel-coated treat!