Caramel Popcorn Shortbread Brownies

My desire to bake caramel desserts increases exponentially with the arrival of fall. Sure, I love caramel all year, but there’s just something about it that makes it go hand in hand with cool, crisp days.

Of course, caramel and chocolate are great friends, too. Having made many versions of caramel brownies, I wanted to do something just a bit different.

Recently, Werther’s sent me a sampling of their new Werther’s Original® Baking Caramels and Werther’s Original® Caramel Popcorn, so I’ve had plenty of caramel to keep me busy with recipe ideas. I decided quickly that I needed to make good use of the popcorn to prevent us from just eating it all straight from the bag.

Caramel Popcorn Shortbread Brownies feature rich brownies, caramel, and a crust flavored with caramel popcorn. - Bake or Break

I started with the idea of a shortbread crust topped with caramel and brownies. But, for a fun twist, I added some of that caramel popcorn to the crust. The popcorn gives an otherwise traditional crust a little sweetness and a great flavor twist without being overwhelming.

The crust is topped with a simple caramel layer made from just two ingredients. Then, a rich brownie is baked on top of that. I know, right? These brownies mean business. Serious caramel business.

For more caramel recipes and ideas, be sure to visit Werther’s Caramel Shoppe.

Caramel Popcorn Shortbread Brownies

Prep Time: 30 minutes

Cook Time: 1 hour, 10 minutes

Yield: 24 2-inch bars

Caramel Popcorn Shortbread Brownies


    For the crust:
  • 2 cups all-purpose flour
  • 1 cup unsalted butter, cut into 1/2-inch cubes
  • 1 cup Werther's Original® Caramel Popcorn
  • 1/3 cup granulated sugar
  • 1/4 teaspoon salt
  • For the caramel:
  • 12 ounces Werther's Original® Baking Caramels (about 40 caramels)
  • 1/4 cup milk
  • For the brownies:
  • 10 ounces bittersweet chocolate, coarsely chopped
  • 1/2 cup unsalted butter
  • 1/2 cup granulated sugar
  • 1/4 cup packed brown sugar
  • 3 large eggs
  • 1 tablespoon vanilla extract
  • 1/2 cup all-purpose flour
  • 1/2 teaspoon baking powder
  • 1/4 teaspoon salt


To make the crust:

Preheat oven to 325°. Grease a 9"x 13" baking pan. Line with aluminum foil or parchment paper. Grease lining.

Place flour, butter, popcorn, sugar, and salt in the bowl of a food processor. Pulse until well-combined and the dough begins to come together.

Press crust mixture evenly into the bottom of prepared pan.

Bake 25 to 30 minutes, or until lightly browned. Allow crust to cool completely.

To make the caramel:

Place unwrapped caramels and milk in a microwave-safe bowl. Heat in microwave in 30-second intervals, stirring after each heating, until caramels have melted and mixture is smooth. (This should take a total of 3 to 4 minutes.)

Spread caramel mixture evenly over cooled crust, leaving about 1/2-inch border along the edges.

Place pan in refrigerator and chill until firm, about 1 hour.

To make the brownies:

Preheat oven to 350°.

Place chocolate and butter in a microwave-safe bowl. Heat at half power in microwave in 30-second increments until butter has melted and chocolate melts when stirred. Set aside to cool slightly.

Using a whisk or an electric mixer on medium speed, mix sugar, brown sugar, eggs, and vanilla until combined. Add chocolate/butter mixture and mix until smooth.

Reduce mixer speed to low or stir in flour, baking powder, and salt. Mix just until combined.

Spread brownie mixture evenly over caramel, making sure to spread the brownie mixture all the way to the sides.

Bake 35 to 40 minutes, or until a pick inserted into the brownie layer comes out clean.

Cool completely before cutting into bars.


Recipe adapted from MyRecipes .

Disclosure: Werther’s provided me with product samples and compensation for this post. All opinions are my own.

Don't miss a recipe! Sign up for free email updates.



  1. I have such fond memories of Werther’s! My grandparents always had a candy dish full of them and I would hoard them for the drive home!

  2. YOU PUT CARAMEL POPCORN IN THESE??!!! Whoa. Just…whoa!

  3. Kareno October 25, 2013 Reply

    I received your email today for this recipe and the link came up that it was unsafe to use. I just wanted you to know what I had experienced so I put in your name in Search and got here that way.
    These brownies look delicious!

    • Author
      Jennifer McHenry October 25, 2013 Reply

      Thanks, Kareno. I’ll look into it. I’m glad you found me anyway!

  4. Stephanie @ Plain Chicken October 25, 2013 Reply

    Brilliant idea for the crust! I love caramel corn, and I love brownies. I bet these taste amazing!

  5. Vicki @ WITK October 25, 2013 Reply

    This looks amazing! This time of the year I like to put caramel on all my dessert too. This looks like a big twix bar 😉

  6. These look perfect.. I don’t think I’d be able to control myself just eating one!

  7. Jennifer,
    Your brownies look amazing. I wouldn’t be able to stop eating them until they were all gone.

  8. tahnycooks October 25, 2013 Reply

    Popcorn in the crust? HOW FUN IS THAT?!!! Totally trying that!!

  9. Joanne October 27, 2013 Reply

    Awesome use of that popcorn and such a fun sweet buttery flavor twist!!

  10. Becca @ Crumbs October 27, 2013 Reply

    Ooh great original use of the popcorn. I’d have never thought to use it in a crust!

  11. Renee @ Awesome on $20 October 27, 2013 Reply

    I never would have thought to put popcorn into a shortbread crust. What a great idea! I can’t wait to try these.

  12. Jana October 28, 2013 Reply

    Looks delicious. Except Australia doesn’t sell the Werther’s Original cooking caramel or popcorn :( ..any alternatives? Thank you! <3

    • Author
      Jennifer McHenry October 28, 2013 Reply

      Hi, Jana. Any soft caramels and caramel popcorn will work. If you can’t find caramel popcorn, you can use plain popcorn and maybe increase the sugar in the crust to 1/2 cup.

  13. Dina October 30, 2013 Reply

    they look delish!

Leave a reply

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