Extra-Brown Buttery Popcorn Bars

October 10, 2022
1 Ratings
Photo by Ty Mecham. Prop Stylist: Brooke Deonarine. Food Stylist: Adrienne Anderson.
  • Prep time 5 minutes
  • Cook time 30 minutes
  • makes 12 3-inch popcorn bars (or 24 2-inch bars)
Author Notes

This technique is the best, time- and internet-tested way to make homemade popcorn that pops evenly without burning, leaving few if any unpopped kernels behind—thanks to a 30-second time-out for the popcorn kernels to warm through. Dramatically counting aloud to 30 also happens to make this a very fun recipe to make with kids—especially if you have a pot with a glass lid to peek in on the popping action.

This virtually kernel-free trick makes popcorn that’s perfect for snacking, of course, but also for mixing into caramel corn or popcorn eyeballs or other ghoulish, anatomically-inspired Halloween treats. This one—an extra, extra brown-buttery riff on a Rice Krispy Treat—is my favorite, requiring no crafting ability and very little time, using the same pot you just popped your corn in.

This recipe was inspired by Deb Perelman of Smitten Kitchen and her famous Salted Brown Butter Crispy Treats; Joy Huang of The Cooking of Joy, who first added brown buttery mallow to popcorn on Food52; and Aki Kamozawa & H. Alexander Talbot of Ideas in Food, who explored adding toasted milk powder to amp up brown butter flavor in everything from mayo to pasta dough to ice cream. (Milk powder is usually in the baking aisle—if you can’t find it, don’t worry, the bars will still be sweet-salty and deliciously buttery, just with a little less nutty dimension.) The popcorn technique was inspired by ancient grains expert Maria Speck, who learned it from Cook’s Illustrated and Elise Bauer of Simply Recipes, who learned it from her mom, who maybe learned it from a Jiffy Popcorn box. —Kristen Miglore

Test Kitchen Notes

This recipe is shared in partnership with Shipt. —The Editors

What You'll Need
Watch This Recipe
Extra-Brown Buttery Popcorn Bars
  • 6 tablespoons (100g) unsalted butter, plus more for the pan
  • 2 tablespoons (10g) dry milk powder (optional)
  • 3 tablespoons neutral oil, such as canola
  • 1/2 cup (100g) popcorn kernels
  • 1 10-ounce (285-gram) bag marshmallows, preferably mini
  • 1/4 teaspoon fine sea salt, plus an extra pinch
  • Optional toppings and mix-ins: Flaky sea salt, cocoa powder, crushed freeze-dried fruit, Ovaltine, melted chocolate for drizzling, sesame seeds, chopped roasted nuts, pretzels, candy eyeballs, or anything else that thrills you
  1. Grease a 9x13-inch pan using 1 tablespoon butter. Measure the dry milk powder into a small bowl and set aside (it’s easier to do this first, before the tablespoon gets oily). Wipe off the tablespoon, then measure the neutral oil into a large, heavy pot with a lid.
  2. Drop 3 of the popcorn kernels into the oil in the pot, put on the lid, and set it over medium heat. When you’ve heard all 3 kernels pop (after a minute or two), pour the rest of the 1/2 cup of popcorn kernels into the pot, replace the lid, slide the pot to a cool burner, and count to 30.
  3. Using oven mitts, slide the pot back over medium heat and tilt the lid so it’s open a crack on the side furthest from you (this will help steam escape and keep the popcorn crispier). When the popcorn starts popping, gently shake the pot back and forth on the burner to keep the kernels moving and heating evenly. This will sound very exciting.
  4. When the popping has slowed to one pop every couple seconds (after about 3 to 5 minutes), move the pot to a cool burner and turn off the heat. Let it sit for a minute to get out any last pops, then pour the popcorn into a large bowl and sprinkle with a pinch of salt. If you see any unpopped kernels, toss them, but otherwise don’t worry about scraping or washing the pot.
  5. Set the pot over medium-low heat and add the remaining 6 tablespoons of butter and the dry milk powder, stirring and scraping the bottom often with a silicone spatula to help it melt and brown evenly. It will foam, then turn golden and finally the milk solids will start to turn to nutty brown bits. This whole process can take a few minutes, but have patience—it will brown quickly at the end and you want to catch it before it burns.
  6. Pay close attention and, as soon as the bits turn brown and smell nutty and delicious, turn off the heat, stir in the marshmallows, and slide the pot to a cool burner (otherwise, the brown bits can burn quickly).
  7. Keep stirring—the marshmallows should melt and smooth out in the hot brown butter but, if needed, you can set the pot back over low heat, stirring to help them along.
  8. With the pot off the heat, stir in the salt, then the popcorn, a few big handfuls at a time, scraping the bottom of the pot. (If you want to add any optional mix-ins like pretzels or roasted nuts, this is the time.) Quickly scrape the gooey popcorn into the buttered pan and press into an even layer with a buttered (or oiled) wide, flat spatula or piece of parchment paper.
  9. Let cool till it’s just warm, 5 to 10 minutes, then loosen the edges with a spatula, then unmold onto a cutting board. Sprinkle with any optional toppings like cocoa powder or sesame seeds and use a serrated knife to cut into squares.
  10. To store: These popcorn treats are at their crisp-gooey peak on day 1, but keep well in an airtight container at room temp for a few days.

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