Brown Butter Salted Caramel Popcorn Cupcakes

Eat popcorn in a whole new way with these sweet and salty popcorn cupcakes.  It’s simple, it’s easy and your kids including you, will LOVE it. 

*Best eaten while watching a movie*

Brown Butter Salted Caramel Popcorn Cupcakes |

I can only imagine your thoughts are going in either direction: “YES!” to brown butter and salted caramel or, “What? Popcorn cupcakes?!”  Yes, I did!  They do exist!

It’s not the first time this has been done and it sure won’t be my last!

The first time I’ve heard of popcorn cupcakes was a year ago in a Sandra Lee magazine.  Now I would link to which edition but honestly, I don’t remember.  What I do remember, is how pretty she made those cupcakes look.  Have you taken a peek into this magazine?  Sandra has some of the most tastiest looking recipes that appear to be pretty simple to make for the average home cook.  Definitely not intimidating at all and we all know, I don’t really cook.

Brown Butter Salted Caramel Popcorn Cupcakes |

Not only that, she and/or her team of stylists are seriously talented.  I sometimes find myself flipping through her magazine not just for the recipes but to see what’s “in” with the upcoming season based on the styling of the dining room and dessert tables.  It almost makes me what to change careers and become some sort of interior designer/stylist.

As you can see, I find her to be very influential.  I even made a cake recipe inspired by her.  Now you might laugh at my photography, but that’s ok.  It was shot a year ago and looking back at it, I laugh too.  It’s my Spooky Spider Cake.  The recipe isn’t hers but the design of the cake was inspired by her.  I’m sure that was probably in her September or October 2013 edition.

Brown Butter Salted Caramel Popcorn Cupcakes |

Even though it’s been a year from the last time I’ve seen popcorn cupcakes I figured, I’d just make my own.  It doesn’t seem too complicated, right?  Take your favorite cake recipe, I took the white cake recipe found HERE, and frost the tops with brown butter salted caramel frosting and stick the popcorn right on top.  Easy?

I know :)

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Brown Butter Salted Caramel Popcorn Cupcakes |

Brown Butter Salted Caramel Popcorn Cupcakes

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  • Author: Connie Chong
  • Total Time: 45 minutes
  • Yield: 2 dozen 1x


Eat popcorn in a whole new way with these sweet and salty popcorn cupcakes.  It’s simple, it’s easy and your kids including you, will LOVE it.


Units Scale


  • 2 1/4 all-purpose flour
  • 1 2/3 cups granulated sugar
  • 3 1/2 teaspoons baking powder
  • 1 teaspoon salt
  • 2/3 cup vegetable shortening
  • 1 1/4 cups whole milk
  • 1 teaspoon clear vanilla extract
  • 5 egg whites


  • 1/2 cup salted butter
  • 1 cup packed light brown sugar
  • 1/4 cup plus 2 tablespoons half-and-half or heavy cream
  • 1 teaspoon Kosher salt
  • 2 1/2 cups confectioner’s sugar
  • 12 teaspoons sea salt


  • 1 bag buttered popcorn, popped



  1. Heat oven to 350 degrees F. Place a paper baking cup or silicone cup in each of the 24 cupcake wells of the muffin pan; set aside.
  2. In large bowl, beat all white cake ingredients together (except egg whites) until just combined.
  3. Beat in egg whites for 2 minutes. Pour batter into baking pan.
  4. Bake 15 to 20 minutes or until a toothpick inserted in center of cupcakes come out clean. Cool 10 minutes in pan before removing to a wire rack for additional cooling.


  1. Meanwhile, in a 2-quart saucepan, melt butter over medium-high heat until butter becomes a dark golden brown (amber color) with a nutty aroma, 3 to 5 minutes. Watch closely to prevent burning of the butter.
  2. Add brown sugar and boil for 1 minute, whisk continuously. Decrease heat to medium and add 1/4 cup half-and-half and Kosher salt. Continue whisking for 2 minutes. Add more salt if needed.
  3. Remove from heat and reserve 3 tablespoons of brown butter salted caramel in a small bowl; set aside. This will be used to drizzle the popcorn.
  4. Allow the remaining caramel to cool till warm to the touch. Add 2 cups of confectioner’s sugar and whisk until just combined. Note: some brown sugar-caramel clumps may be seen which is ok. Add the remaining 1/2 cup confectioner’s sugar if needed to stiffen frosting.


  1. Place a large dollop of frosting onto cupcakes and spread to create dome-shaped tops.
  2. Before the frosting dries, randomly place popcorn onto the applied frosting.
  3. Reheat reserved caramel if necessary by heating in the microwave for 15 seconds. Drizzle caramel above popcorn cupcakes. Sprinkle a pinch of sea salt and repeat process with remaining cupcakes. Best served immediately. ENJOY!


If Kosher salt is unavailable, use sea salt and begin with 1/2 teaspoon and increase to taste as needed.

  • Prep Time: 15 minutes
  • Cook Time: 25 minutes
  • Cuisine: American
Brown Butter Salted Caramel Popcorn Cupcakes |

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