Wormy Caramel Corn for Halloween

sparkle sparkle

Want more from Genius Kitchen?

Watch on your Apple TV, Roku, or Fire TV and your iOS, Fire, or Android device.

Learn More
“Crisp buttery popcorn, peanuts, candy corn and crispy Chow Mein "worms" will appeal to spooks and goblins everywhere! I always told my kids that the little chow mein noodles were Halloween "worms", and they looked forward to this treat every year. You'll love the ease of making this caramel corn. The key is the use of an ordinary grocery bag, which becomes your giant mixing bowl. Clean-up is a snap.”

Ingredients Nutrition

  • 2 (3 ounce) bags microwave popcorn, popped (measure 12 cups)
  • 12 cup butter, melted
  • 14 cup Karo syrup (now I use Agave Syrup)
  • 1 cup brown sugar
  • 12 teaspoon baking soda
  • 2 cups chow mein noodles (sold in cans or bags)
  • 1 cup peanuts
  • 2 cups candy corn (colored Halloween candies)


  1. Spray non-stick spray (such as Pam) over lower half of the inside of an ordinary brown paper grocery bag (helps keep popcorn from sticking to bag).
  2. Pop corn in microwave bags. Pour into prepared grocery bag, being careful to discard any unpopped kernels. Pour chow mein noodles and peanuts on top of popped corn - don't stir - they're fine to sit on top of the popcorn.
  3. In a large glass mixing bowl, combine butter, Karo and brown sugar. Microwave on high 3 MINUTES. Stir; then microwave an additional 2 MINUTES, stirring each minute.
  4. NOTE: You can also make the syrup on the stovetop - combine ingredients, bring to boil over medium heat. Cook 4-5 minutes, stirring each minute to scrape down sides and keep bubbles under control. Old fashioned candy-makers use the cold water test to determine if the syrup is done (spoon a thin line of the cooked mixture into cold water - the candy thread should harden. In candy-making terminology, this is called the Hard Ball stage).
  5. Once your candy mixture is done, remove from heat; then sprinkle baking soda on top while stirring to combine (careful - it will foam up!)
  6. Quickly pour this VERY HOT mixture into the grocery bag, on top of the popped corn, peanuts and chow mein noodles. Fold over top of bag and give things a good shake to combine.
  7. Put folded bag into microwave - heat 1 MINUTE - shake bag. Microwave another 30 SECONDS - shake bag. Microwave another 30 SECONDS - add candy corn - shake bag to combine and then pour mixture onto trays to cool. Store in air-tight container.

Watch more

Join the Conversation

  • all
  • reviews
  • tweaks
  • q & a