Cheese and Caramel Popcorn

65 10 servings, 1 cup (250 mL) each
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10 servings, 1 cup (250 mL) each

Who would have thought that caramel and cheese would be such a perfect match? Use the cheese sauce mix from a package of KRAFT DINNER to make this addictively crunchy popcorn mix for your next party. Trust us - you'll never go back to plain buttered popcorn again."

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What You Need

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Make It

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  • Heat oven to 300°F.
  • Cook caramels, water and 1 Tbsp. butter in large saucepan on low heat 5 min. or until caramels are completely melted and sauce is well blended, stirring frequently.
  • Place 5 cups popcorn in large bowl. Add caramel sauce; mix lightly. Spread onto large rimmed baking sheet sprayed with cooking spray. Bake 20 min., stirring after 10 min. Spread onto sheet of waxed paper; cool completely.
  • Meanwhile, melt remaining butter. Place remaining popcorn in clean paper bag. Add cheese sauce mix and butter; close bag. Shake bag until popcorn is evenly coated with butter and cheese sauce mix. Place bag in microwave, then microwave on HIGH 30 sec.
  • Break caramel corn into small clusters; place in large bowl. Add cheese popcorn; mix lightly.

Make It Easy

For easy unwrapping, place caramels in the freezer for 5 min. - the plastic will come right off.

How to Store

Store popcorn mixture in tightly covered container at room temperature up to 2 days.

How to Use the Macaroni

Cook the Macaroni from the Kraft Dinner as directed on package. Use to make your favourite pasta salad.

How to Use the Remaining Cheese Powder

Store remaining cheese sauce mix in tightly covered container at room temperature up to 1 month. Sprinkle over your favourite hot cooked pasta or pizza just before serving.


  • 10 servings, 1 cup (250 mL) each

Nutritional Information

Serving Size 10 servings, 1 cup (250 mL) each
Calories 130
% Daily Value
Total fat 6g
Saturated fat 3g
Cholesterol 10mg
Sodium 220mg
Carbohydrate 19g
Dietary fibre 1g
Sugars 12g
Protein 2g
Vitamin A 4 %DV
Vitamin C 0 %DV
Calcium 4 %DV
Iron 2 %DV

* Nutrition information is estimated based on the ingredients and cooking instructions as described in each recipe and is intended to be used for informational purposes only. Please note that nutrition details may vary based on methods of preparation, origin and freshness of ingredients used.

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