Milky Way Popcorn


Milky Way Popcorn

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The Superbowl is right around the corner, and I haven’t given you any appropriate appetizers or treats.  Well that will change now!  The rest of the week is solely devoted to food to eat while watching the Superbowl, or the commercials….I don’t judge.  I love football, probably more than the average girl, but unless my team is playing (which has not happened in my life time), I am all about the social aspect.  Chatting, eating, drinking, and the commercials.

Today I have a sweet treat for you to munch on.  Two Peas & Their Pod have posted a couple of great popcorn treats lately, so I decided to turn it into my own.  Milky Way is my favorite candy bar, so I thought it only appropriate that I use that as my candy of choice.  This was super easy to throw together.  The hardest part was waiting for it to harden.  My 6 year old had some after dinner last night, and he said it was the best popcorn he has had in his ENTIRE life.  To him, that is a big deal, because he has been around a long time, you know!  He does love his popcorn, so I took it as a big compliment.

Trust me, if you make this for your Superbowl party (or just your Saturday afternoon snack), it will disappear quickly!

Popcorn with swirls of gooey caramel, and chunks of Milky Way

Save Recipe


  • 1 bag microwave popcorn, popped (about 5 cups)
  • 6 oz chocolate chips (I used a mix of semi-sweet and milk chocolate)
  • 4 oz caramels, unwrapped
  • 3 Tbls half and half
  • 10 fun size Milky Way candy bars, chopped


  1. Spread popcorn on a large baking sheet. Melt chocolate chips using microwave or a double boiler. Melt caramels and half and half together until smooth. Drizzle chocolate over popcorn. Toss to coat. Stir in candy pieces. Drizzle caramel over popcorn. Let sit to harden for a couple hours.


Adapted from Two Peas & Their Pod


This is linked to Jennifer Cooks Fusion Friday


  1. Oh, gosh, this would not be safe at my house! What a fabulous treat, Erin!!!

  2. Your blog may be responsible for me gaining 5 or a million pounds. This looks amazing.

  3. This looks amazing! Great sweet treat for the party this weekend.

  4. My oh my, that looks delicious. Believe it or not, I do eat the occasional Milky Way because I love the caramel in there. I could see myself eating the entire batch of that stuff.

  5. Ooooh my. Sinfully sweet!!

  6. What a fun treat. I would have to try it with Snickers too. They are my favorite!

  7. Yum! I have a thirty one party coming up that I am hosting and I will have to try this! Thanks

  8. yumm!! What more could you want on game day than a snack that sweet and salty all in one 😉

  9. I was thinking about making something like the just the other day. I was going to use Magic Shell and put it on popcorn to see if it hardens. Then I realized it has to be cold to make the “magic” happen. So I scrapped the idea. Now I realize I should have used chocolate and caramels. See I learn something every day. Thanks for sharing this great treat for the Super Bowl. :)

  10. Ohhhh Heaven in a Popcorn bowl!! Yum!

  11. Erin this is THE PERFECT afternoon snack!!!! YUM!!!

  12. I love your version! Any form of candy and popcorn sounds amazing.

  13. You KNOW I’m all about fun popcorn treats…I think I must make some of this soon!!

  14. —Are You Kidding?

    Now..This is freaking popcorn!

  15. HOLY SMOKES WOW WOW WOW. Yum!!!!! I tried making some caramel corn and it was a failure, I’m going to do this instead!

  16. Oh my, this will be so addicting I know I’ll be in BIG trouble! Don’t get me started! 😉 But I’m going to pin this…haha!

  17. Oh Noz!! This is the best/worst idea ever!! I’m obsessed with Milky Ways. I would eat the whole bowl and then some!

  18. so creative !

  19. wow! another twist in making popcorn! great job!

  20. Oh. My. WORD this is decadent! 😀

  21. This just might be the greatest thing I’ve ever seen! Popcorn has never looked so good! I seriously could eat a whole bad of that :)

  22. Very good looking popcorn. I’m not big on football either, but I’d happily go to any Super Bowl Party where this was on the menu :) And too cute about your son, and the best popcorn he’s ever eatten. Six years is long enough to be some kind of authority on the subject!

  23. oh my goodness, this looks AMAZING! i’ve tried a bunch of different types of sweet popcorn, but nothing as fantastic-looking as this. will definitely be trying it soon!

  24. Heidi Loebig says:

    OMG! I LOVE Milky Ways! I’m thinking this will be dinner tonight. Thank you for sharing!

  25. Wow! I don’t even like popcorn, but I think with the Milky Way, I could get over myself 😉 Yummm.

  26. Appreciate you sharing, great blog.

  27. Wow this looks amazing! I def have to try this. Yum!

  28. The kids will love this another great idea from you. I’m going to make this for tomorrow! Thanks!

  29. We featured this recipe in our Food Trend Friday post. You can check it out here. Thanks


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