Home » Low Carb » Unbelievable Low Carb (& Sugar Free!) Caramel Popcorn 🍿

Unbelievable Low Carb (& Sugar Free!) Caramel Popcorn 🍿

This low carb & refined sugar free (!!) caramel popcorn is everything you would expect… and more! Lightly coated with a variation of my keto caramel, it results in a crisp, sweet and salty delight.

Overflowing bowl with low carb and sugar free caramel popcorn

Low Carb Caramel Popcorn 🍿

Totally refined sugar free (!!)

I’ve a feeling many of you will be surprised (I know I was!) that one cup of popcorn only has 5g net carbs. So while technically ‘not keto’ given that it’s a grain, I know many of us are moving away from the notion of keto as a list of foods, into ketosis as a metabolic state.

Because I don’t know about you, but I’ve found it much more fruitful for my health to focus on more natural foods… than in all the packaged (junk?) that is being labeled as keto nowadays, packed with all these soluble fibers (which, ahem, also spike the GI in a large percentage of us!).

Plus, if you’re into curving your glucose spikes via smart food combos (the best way to ‘do keto’ imho as you’re much less restricted), you’ll already know that dressing your carbs (i.e. the popcorn here) with a good amount of fat (you guessed it, the caramel!) will flatten your GI spike substantially. How much *exactly* will vary from peep to peep, but when I say substantial I mean even by half.

Oh! And my top tip is to also ensure to never eat higher sugar foods on an empty stomach, and going for a walk right after will also ensure your muscles soak up all that extra glucose (yup, flattening that dreaded GI spike).

So if I want to pass on any knowledge after ‘doing keto’ in many shapes and forms over the years, it’s that once you’re fat adapted, you can eat way more carbs than you think… if you’re smart about it ;).


The Deets

I mean, its fairly unbelievable that you can make a keto version if you consider that caramel is essentially a burnt sugar sauce (!!). And guess what? It’s also infinitely easier to whip up than the traditional stuff as you don’t need to watch out for crystallization, temperature, etc when using allulose.

But because neither sugar alcohols nor allulose burn the same way as sugar, I took the dulce the leche route to bring you this sugar free caramel. This simply means simmering the ingredients together (and cheating a bit here and there).

Now, while dulce de leche requires roughly a 2 hours simmer to reduce and brown the sugar, neither sugar alcohols nor allulose are reducing sugars so that wouldn’t quite do it either. Rather, I opted for a browned-butter base and adding a teaspoon of blackstrap molasses for that burnt sugar kick (and needless to say, a tonne of umami).

Keep in mind that blackstrap molasses is considered a low glycemic sugar. One teaspoon (7g) adds 5g net carbs, so just 0.4g net carbs a serving (i.e. half the sugar of a strawberry!). But carbs aside, it’s also known to be a nutritional powerhouse rich in vital vitamins and minerals; such as iron, calcium, magnesium, vitamin B6, and selenium.

Fun fact: Molasses contain high amounts of chromium, which has been studied to increase glucose tolerance levels.

The Top Secret Ingredient

Baking soda! Yup, you read that right, as it’ll make the coating of the popcorn *much* easier and will result in the correct texture once cool.

So you’ll be adding a small amount into the caramel at the *very* end of cooking: it will bubble up rapidly (this is why pretty please use a larger dutch oven here), and immediately pour it over your prepared popcorn. Rapidly mix it for even coating with a spatula… and voila!

Mixing popcorn with keto caramel on a lined baking tray

The Sweetener

You’ve got a couple options here, and know that the recipe was thoroughly tested with allulose (my favorite sweetener by a mile really), xylitol (try and use non-corn to avoid tummy problems), and erythritol. And these are the findings!

1. Allulose and xylitol work equally well. The resulting keto caramel is luscious and sticky, with no thickener required. Plus, both sweeteners keep your caramel ultra smooth, and I didn’t experience any crystallization whatsoever with either.

Note: I’ve been testing different brands of xylitol and have noticed Health Garden and XyloSweet are two solid ones (particularly if you tend to get occasional tummy pangs with the NOW brand).

If using xylitol, make sure to be careful if you have a pup (or kitty!) around the house, as it’s highly toxic to the little guys! 🐕

2. Now, erythritol is a bit tricker guys as it tends to crystalize once cool (you can always reheat it?). I did notice that doing about 1/2 erythritol and 1/2 of allulose or xylitol seemed to keep it smooth all the way through.

So if you’re not into the blackstrap molasses, try using of the brown erythritol sweeteners (say Lakanto Golden or Swerve Brown). Just keep in mind that you may need to add a touch of xanthan gum to obtain the thick ‘n sticky results (say 1/8-1/4 tsp, depending on desired thickness).

How much sweetener? Now this is the question. Traditional caramel uses about 1 cup of sugar, but in my opinion 1/3 cup of sweetener for keto palates is more than enough. As allulose is 30% less sweet than sugar (and xylitol), I did 1/2 cup (but you can probably do with just 1/3 cup for a lightly sweetened caramel). With xylitol I tried with 1/4 and 1/3 cup and they both worked great (just depends how sweet you like it, and what you’re using it for). Keto sweet buds are all over the place guys, but the neat thing here is that you can adjust to taste!

Overhead shot of low carb & sugar free caramel popcorn in a black bowl

And… the video story!

Low carb & sugar free caramel popcorn in a black bowl

Low Carb (& Sugar Free!) Caramel Popcorn

This low carb & refined sugar free (!!) caramel popcorn is everything you would expect... and more! Lightly coated with a variation of my keto caramel, it results in a crisp, sweet and salty delight.
4.89 from 9 votes
Prep Time 5 minutes
Cook Time 15 minutes
Total Time 20 minutes
Course Dessert, Snack
Cuisine American, Low Carb, Sugar Free
Servings 4
Calories 190 kcal


For the low carb caramel popcorn

  • 4-5 cups popped popcorn

For the keto caramel


For the low carb caramel popcorn

  • Get your popcorn ready! You can either buy a bag of (salted!) buttered popcorn or pop your own. One batch of caramel is enough for 4 to 5 cups, depending on how coated you like it. Transfer to a lined baking tray and set aside.

For the keto caramel

  • See video for how to whip up my keto caramel. The one difference will be that you'll be adding a touch of baking soda at the very end (for easier coating and a candy-like texture).
  • Add butter to a large dutch oven over medium/low heat and simmer, stirring every so often, until fully browned (about 5 minutes). (My top tip: I like to use salted butter for a salted caramel version!) Add in the sweetener, heavy cream and salt (leave out if using salted butter), stirring until fully combined. Add in the molasses (optional), and stir briefly until just combined. 
  • Simmer over very low heat for 15 minutes (don't stir at all!), taste for seasoning.
  • Note: if your caramel splits (too high temperature is usually the culprit!), you might still be able to save it. Remove it from the heat, allow the mixture to cool down for about 5 minutes, bring it back on the stovetop over low heat, and gently whisk in a tablespoon of water until it comes back together (should happen almost instantly).

To assemble

  • Mix in the baking soda into the caramel at the *very* end: it will bubble up rapidly (this is why we're using a larger dutch oven here), and immediately pour it over your prepared popcorn. Rapidly mix it for even coating with a spatula, sprinkle some flaky sea salt (optional, but highly suggested) and set aside to cool completely.



*I looove salted caramel, and using salted butter adds an incredible depth that you simply don't get by just adding salt. Just be sure to taste for seasoning, as you may not need to add more salt (varies from brand to brand!). 
**Please see section on sweeteners for full deets! How much sweetener? Now this is the question. Traditional caramel uses about 1 cup of sugar, but in my opinion 1/3 cup of sweetener for keto palates is more than enough. As allulose is 30% less sweet than sugar (and xylitol), I did 1/2 cup (but you can probably do with just 1/3 cup for a lightly sweetened caramel). With xylitol I tried with 1/4 and 1/3 cup and they both worked great (just depends how sweet you like it, and what you're using it for). Keto sweet buds are all over the place guys, but the neat thing here is that you can adjust to taste!
Please note that nutrition facts were estimated per 1 cup (yup, just 4.5g net carbs!). 


Serving: 1cup | Calories: 190kcal | Carbohydrates: 6g | Protein: 1g | Fat: 11g | Saturated Fat: 7g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 3g | Trans Fat: 1g | Cholesterol: 35mg | Sodium: 163mg | Potassium: 44mg | Fiber: 1.5g | Sugar: 1g | Vitamin A: 403IU | Vitamin C: 1mg | Calcium: 13mg | Iron: 1mg
Keyword keto caramel popcorn, low carb caramel popcorn, sugar free caramel popcorn
Whip up this recipe?Comment below or drop me a line @gnomgnom._ and tag #gnomgnomyum!


  1. Karen Wertman says:

    5 stars
    Can’t say enough good things about this recipe I’ve made Paola’s fabulous caramel before (big fan of her sticky bun recipe) and I’ve certainly made popcorn. Putting them together was magic. Popcorn was something I’d all but relegated to a very rare treat- in part because as my favorite snack, it was hard to stop eating it! The great things with this recipe is that the richness of the caramel is a game changer.The 1 cup serving is 100% satisfying and totally filled me up, instead of that urge with the regular buttered stuff to eat the whole bowl.

    I also have to share this cool, crisping hack. After a day or so, the caramel covered corn naturally gets a little soggy. I decided to experiment using my airfryer (have a combo toaster oven version that’s fabulous.). I spread the coated popcorn in one layer and put it in the airfryer for about 3 minutes watching carefully so it wouldn’t burn. In just a few moments – presto! The popcorn had dried out nicely and the caramel coating actually adhered to the corn more like a glaze. The end product resulted in some slight shrinking but a great texture- a little like Cracker Jack. So – either fresh the same day or the air fryer trick, this is going to be a staple treat. Popcorn back in my life? Nice holiday gift. Thanks Paola!

  2. Sam says:

    4 stars
    I really enjoy reading your creative low carb recipes but I’ve tried 3 different nutritional counters and never get the “Low Carb” count you identify on your webpage. I was craving caramel popcorn but your 4.5-6 grams depending on how you tweak your recipe always works out 18-22 grams per serving.

    • Paola van der Hulst says:

      Oh Sam, that’s just because the nutrition softwares count the ‘carbs’ from the keto sweeteners as actual carbs! Remember that because they’re not metabolized by your body, you need to substract them as you do fiber (that’s why keto bloggers just leave them out!). I hope this helps and I’m glad you’ve enjoyed reading through the blog 😉

  3. Jane Elkin says:

    5 stars
    Ummmmm whoa!!!! So I made half a batch earlier, and while the taste was spot on it definitely wasn’t crisp. Maybe very lightly crisp. But I just went back for seconds after dinner and oh surprise!!! It has crisped up significantly?!! HOW? WHY?!! I left some to try tomorrow morning, I’ll report back.

    You really are the keto wizard Miss Paola!!!

  4. Valerie White says:

    Hi Paola,

    I love your recipes! I’m going to try this one and add nuts to it to decrease the carb count per cup. I was wondering if I could make the caramel with erythritol/monk fruit blend?

    • Paola van der Hulst says:

      Hi Valierie! You know I would’ve said absolutely no one hour ago (as erythritol such as Lakanto gives you crunchy caramel….), but one of you guys sent me a picture on Instagram that the crunchiness actually works in favor here as it makes the caramel popcorn super crisp? 🕵🏻‍♂️

      I’m going to have to try it myself now! But do note that you’ll get a bit of a cooling aftertaste (you know!), rather than the clean taste with allulose. Xo and I’m so happy to hear you’ve enjoyed!!

  5. Visuary Eltan says:

    the regular popcorn treats that contain alot of carbs, alot sugar and salt like caramel popcorn, cheese popcorn or salted caramel popcorn are very unhealthy treats that not everybody to eat or consume and why this recipe of low carb and sugar free won’t be incredible and unbelievable

    • Paola van der Hulst says:

      I’m just going to say this: real flavor comes from fat and seasoning (butter and salt), both of which are keto… so not sure where you’re getting with your comment (I mean, cheese is low carb too? Cheese popcorn would literally be the easiest thing to healthy-fy? So I invite you to do more research).

      This is why when they make things fat-free they need to add a tone of sugar: to sub for the loss of *real* flavor.

      So welcome to gnom-gnom 😉

      p.s. I dare you to actually try it and be proven wrong.

      p.s 2 I took the liberty of removing your mean spirited 1 star review

  6. Helen G says:

    5 stars
    Paola I made a small batch with about 10g of popcorn kernels (I googled it and that’s the amount for about 1 cup of popped popcorn fyi), and it’s AMAZING. After a couple hours it became lightly crisp, not as crisp as with sugar, but I’ll take the trade off. Taste is amazing, honestly!

  7. Donna says:

    5 stars
    My traditional caramel popcorn has the baking soda in it, then I bake in a low oven 250 for an hour, stirring every 15 minutes. It comes out nice and crunchy and doesn’t stick to your teeth…lol Not sure if that would work for this sauce, but sounds good!

    • Paola van der Hulst says:

      Donna I’m going to try that tomorrow morning and confirm whether it works or not! But my experience with allulose is that it doesn’t crisp up that way 🕵🏻‍♂️

  8. Kelly Rockney says:

    5 stars
    It’s very good! Made a small batch to try. I wonder if you could bake briefly in oven to make it more crisp? Also curious why you can’t stir.

    • Paola van der Hulst says:

      Oh wow you tried it already Kelly! No the oven won’t work, as it’ll just re-melt the allulose. Remember that sugar alcohols can take hours to crisp up (I don’t know if you’ve ever made keto cookies, but you need to just let them hang out for a few hours). Also note that the final texture is less crisp than the og, as that’s only a property of sugar, but the baking soda does change the texture.

  9. Karen Wertman says:

    5 stars
    Kudos for this refreshing new approach focused less on what is “keto” and more on what food combinations will help people eat enjoyably and healthfully for their entire life. Paola, I want you to know that your recipes and wonderful warm style have been key to my successful, creative and delicious keto journey for more than three years. Thank you so much!

    • Paola van der Hulst says:

      Karen thank you for taking the time to write such a heartfelt message, you guys make all the effort worth while 😭🙌🏼😘.

      Thank you for being part of this journey with me.

  10. SD says:

    5 stars
    I’ve been craving caramel popcorn lately so I made this w/your caramel recipe last week with xanthan gum instead of the baking soda. It turned out so good! I ate with a fork because I’m impatient and it was gooey but still so good. I’ll have to try with baking soda next time. Thanks Paola!

    • Paola van der Hulst says:

      Well that’s awesome to hear SD!! But yes, pretty please try it with the baking soda as imho it comes out *much* better!!

    • Paola van der Hulst says:

      Yes yes yes!! You may have missed my dedicated post on caramel apples, but just like you said: the fat in the caramel helps to curve the GI spike (how awesome are our bodies?!) 🙃

  11. Lauren Ruch says:

    I have GI distress with most soluble fiber. Some products are fine but most aren’t , so I have chosen to avoid all products with this kind of fiber as a main ingredient. It’s too bad because most “keto” treats have this fiber as a main ingredient. I always think to myself well I could make something similar myself without this fiber, thanks to you and others who send out these lovely recipes to those of us that need our treats! This caramel is next on my list, but with nuts because popcorn does not agree with me.

    • Paola van der Hulst says:

      Thank you for sharing your experience Lauren! And yes, the times I tried these fibers I actually feel like they triggered my vertigo (crazy weird and I had to lie down).

      And as someone who’s talked to the manufacturers of the ingredients, they are being used everywhere not because they’re good for you… but because they’re sooooo (soooooooo!) much cheaper than the real keto ingredients (say almond flour).

      Unfortunately it’s all about the bottom line in the end… 🤦‍♀️

      (That said, a few of you have also commented about gastric distress from allulose… and that you prefer to use maple syrup and honey nowadays very sparingly). Keto views seem to be changing 🤷‍♀️

      • Bina says:

        Yes, for some reason Allulose just gives me wicked digestive issues. Also all the insoluble fiber that’s in a lot of keto treats like quest bars. Not worth being stuck at home for a treat. You have peaked my curiosity about the popcorn thing though because it was one of the hardest things to give up.

  12. EC Martinez says:

    Hi, would you be able to explain more about the soluble fibers? There are brands like ChocZero that use them in all their products and claim they’re good for you.

    • Paola van der Hulst says:

      EC, there is sooo much misinformation on these soluble fibers… that before I throw some more at you guys, I’m doing more research for a dedicated post. Regarding ChocZero, I know they’re essentially soluble corn fiber (and they’re prob the most popular keto syrups on the market)… but I’ve seen many videos of peeps complaining that they spoke the GI as much as regular sugar in about 30% of the population (and I saw in an Instagram comment they confirmed this, and peeps were livid because they don’t state it in their packaging…). Frankly? I don’t know what to think… 🤦‍♀️

Leave a Reply

Your email address will not be published. Required fields are marked *

Recipe Rating

This site uses Akismet to reduce spam. Learn how your comment data is processed.