Nutter Butter, Caramel & Chocolate Popcorn

Classic caramel corn gets a nutty-good upgrade with melty chocolate and crunchy cookies.

Serves: 18Prep: 20 minutesCook: 25 minutesTotal: 45 minutesDifficulty: Easy

Serves: 18


  • 1 package (11 oz.) caramels
  • 3 tablespoons butter
  • 1 tablespoon water
  • 12 cups air-popped popcorn
  • 2 1⁄2 cups Nutter Butter Bites Peanut Butter Sandwich Cookies
  • 2⁄3 cup miniature semi-sweet chocolate chips


  • Preheat oven to 300°F. Spray large rimmed baking sheet with cooking spray.
  • In microwavable bowl, combine caramels, butter and water; microwave on HIGH 1½ minutes, or until caramels are completely melted and mixture is well blended, stirring after 1 minute.
  • In large bowl, combine popcorn and cookies. Add caramel sauce; toss to evenly coat. Add chocolate chips; mix lightly. Spread onto prepared baking sheet.
  • Bake 20 minutes, stirring halfway. Transfer and spread onto large sheet of parchment paper; cool completely. Break into bite-size pieces.