fbpx Skip to main content

Low Carb Caramel Popcorn


Popcorn and Weight Gain

Many of my clients often grab popcorn as a bed-night snack. 5 cups of air popped popcorn is very low in calories, but it is ALL SUGAR!

38 grams of carbohydrates = 9.5 teaspoons of sugar in our blood, which is way too much (and this is just plain AIR POPPED popcorn with no caramel sauce on it).

Complex carbohydrates are just glucose molecules hooked together in a long chain…our body breaks it apart into blood sugar.

My low carb popcorn is so much better anyway!



12 egg whites
1 cup vanilla egg white protein
2 tsp vanilla extract (or other extract: almond, coconut, maple)

LOW CARB CARAMEL POPCORNPreheat oven to 350 degrees F. Separate the eggs, and whip the whites in a clean, dry, cool bowl for a few minutes until VERY stiff (see photo). Blend in the protein powder. Gently stir in the extract.

Grease a bread pan. Pour batter into pan and bake for 35 minutes. Turn off oven and leave in the oven for another 15 minutes. Remove from oven and let cool completely before cutting (I usually wait until the next day). Once cool, cut into small popcorn sized squares. Set aside.

Caramel Layer:


Allulose: Before you begin, make sure you have everything ready to go – the cream and the butter next to the pan, ready to put in. Work fast or the sweetener will burn. Heat butter on high heat in a heavy-bottomed 2-quart (2 L) or 3-quart (3 L) saucepan. As soon as it comes to a boil, watch for specks of brown (this is brown butter….so good on veggies!). Immediately add the allulose and the cream to the pan. Whisk until caramel sauce is smooth. Let cool in the pan for a couple minutes, and then pour into a glass mason jar and let sit to cool to room temperature. Store in the refrigerator up to 2 weeks.

Xylitol: Again have everything ready. Wear oven mitts; the caramel will be much hotter than boiling water. In a heavy-bottomed 2-quart (2 L) or 3-quart (3 L) saucepan, heat sweetener on moderately high heat. As it begins to melt, stir vigorously with a whisk or wooden spoon. As soon as it comes to a boil, stop stirring. You can swirl the pan a bit if you want, from this point on. As soon as all of the xylitol crystals have melted (the liquid should be dark amber in color), immediately add the butter to the pan. Whisk until the butter has melted. Once the butter has melted, take the pan off the heat. Count to three, then slowly add the cream to the pan and continue to whisk to incorporate. Note that when you add the butter and the cream, the mixture will foam up considerably. Whisk until caramel sauce is smooth. Let cool in the pan for a couple minutes, then pour into a glass mason jar and let sit to cool to room temperature. Store in the refrigerator for up to 2 weeks.

Traditional Caramel Sauce = 130 calories, 24 carbs, 0 g fiber
“Healthified” Allulose Caramel = 51 calories, 12 carbs, 12 g fiber, (0 effective)
“Healthified” Xylitol Caramel = 60 calories, 1 carb, 0 fiber (1 effective)

Place the “popcorn” bread onto a baking sheet. Warm caramel until soft and pour over the “popcorn.” Bake in a preheated oven at 350 degrees for 20-25 minutes, turning every 10 minutes, or until the caramel has hardened onto the “popcorn.” Let cool and enjoy! Makes 10 servings.

Traditional Caramel Corn = 317 calories, 39.5 carbs, 4g fiber
“Healthified” Caramel Corn = 193 calories, 14.5g fat, 14g protein, 1g carbs, 0g fiber (68% fat, 30% protein, 2% carbs)

Here is a video showing how to make the caramel sauce! 

Testimony of the Day

“Ok well this is my 4th post today.  I’m sorry, but I’m so excited I’m crying!  I mentioned before that I have been keto/ carnivore for 3 years.  I felt amazing but my weight-loss was stalled for the last two years and I couldn’t reach my goal.  That’s a long frustrating stall.  I thought I was doing everything right and working so hard at it.  When I started Maria and Craig’s way I broke my stall! 

Focusing on eating enough protein and lowering my fat has made me more satiated than ever in my life.  I can’t believe I’m now one of those people that just isn’t hungry.  I’m so over joyed to not be the hungry girl anymore and I know I will reach my goal now. 

Thank you so much Maria and Craig!!!  You are both changing the world in big ways and saving so many lives ️” – Katie

Most people I consult are doing keto totally wrong. Get fast results with the my NEW Keto Packages!

Click HERE to check out my NEW Keto Packages!

Maria Emmerich

Maria is a wellness expert who has helped clients follow a Ketogenic lifestyle to heal and lose weight for over 20 years. She has helped thousands of clients get healthy, get off medications and heal their bodies; losing weight is just a bonus. She is the international best selling author of several books including "Keto: The Complete Guide to Success on the Ketogenic Diet.".


  • City Girl says:

    xylitol or maltitol in the caramel??

  • I’m confused, too. Is it maltitol or xylitol for the caramel sauce? ;o)

  • I’m so making this for my kids (and me!) tomorrow. I’ll be the BEST MOMMY EVER! 🙂 Thanks! Can’t wait to try it!

  • You are welcome! Let me know what you think!;)

  • Kapu says:

    what is the serving size and amount of sugar? these look so yummy.

  • The serving size is about 2 cups (after you make it, it will serve 25). There are only sugar alcohols…no sugar:)!
    Happy Baking!

  • Susan says:

    25 servings?! So like, 50 cups? I think I did something waay wrong. I might have enough caramel sauce but the “pop corn”, I doubt it. Mine didn’t rise at all. It stayed the same volume from when it went into the oven… it might have made about 25, one inch cubes.
    What did I do wrong?

  • I fixed the serving size. Most people don’t whip the whites enough. They should be HUGE by the time the whites are fully whipped…I hope that helps:)

  • I just noticed that I always 1/2 the recipes…otherwise I would have food spewing out of my refrigerator…and I forgot to change it in my notes. The recipe is fixed. I used 9 eggs for the bread part. That will help with the servings.

    • Anonymous says:

      Our biggest problem is that my husband and I are popcorn fanatics – it’s always been our “go to” snack. Can’t wait to try this in place our normal popcorn snack.However, I’m confused…

      In ingredients, it lists 7 eggs, but you said in above comment that you used 9 eggs, which would help with the servings from the previous comment. Should we use 9 eggs OR 7 eggs. Thanks – BTW – love, love, love, your blog and recipes.Have all your books too, so it’s great to see the pictures as well.

    • Sorry, I updated it now. Thanks! 🙂

  • Luke says:

    Tried caramelizing the xylitol, and while it did melt, it never turned brown. I’ve read online that xylitol cannot be caramelized. Can you confirm or deny this? Thanks!

  • Yep, xylitol does caramelize. It just needs a higher heat than other sugars or sugar alcohols.

  • Anne says:

    My xylitol also did not turn brownish. I heated & stirred it for a long while until the inside of my pan got smoky. The xylitol remained clear colored though. It still made a really delicious caramel sauce after I added the butter & heavy cream & kept heating & occasionally stirring it longer than you instructed until the sauce looked thicker, smooth, & beige colored. Was the smoke due to an overheated xylitol?

    Do you think heating it long enough will make this xylitol caramel sauce harden/thicken like a soft caramel candy?

    • Yep, if you get the xylitol hot enough, it will brown and make a thicker caramel. Be careful, it needs to be very hot in order to make caramel.

      Happy cooking!

    • Rachel says:

      I had the same problem… The xylitol never boiled and I had the heat as high as it goes… Lots of smoke! I finally gave up on waiting for it to boil and continued with the directions. It turned out pretty well. But I’m going to get some just like sugar and swerve… Xylitol makes me bloat!

  • Rachel says:

    is it possible to make caramel sauce with Truvia?

  • No… Sorry, erythritol won’t caramelize.

  • Rachel says:

    ok I will get some xylitol, thanks Maria 🙂

  • Stacy says:

    Will the swerve caramelize? I know it is erythritol, but I think it is blended with Just Like Sugar.

  • I have a xylitol question. I am reformulating recipes around here and I’m using unsweetened almond milk and xylitol for coffee-I am switching from the 90 calorie almond milk, to which I never needed to add any sweetener. Now I need to add about 4 tsp of xylitol to make it just sweet enough. It’s tastes great and I’m thrilled with the results, but I’m concerned about the carb load. Are these carbs to be counted like regular carbs even though the xylitol doesn’t have the same effect on blood sugar as regular sugar?

    • There isn’t a blood sugar worry with xylitol (the carbs are a sugar alcohol which isn’t digestible) but it does have more calories. (15 per teaspoon vs. 0 for swerve). So you just have to account for the extra calories. 🙂

  • Thanks so much! 🙂

  • Anonymous says:

    I am confused. The instructions and the video give completley different directions.

  • Thea says:

    I tried making the caramel with xylitol today and I managed to get it to brown and barely boil but since it is so hot and smokey by that point, when I added the butter it turned to brown butter instantly, even with massive stirring. The taste is ok but I prefer a caramel taste instead of a brown butter taste. Any suggestions? Any boy, does xylitol ever sputter, even with my huge stock pot I got two burns on my hands! And the xylitol was so hot it split my wooden spoon in half!

  • rachel says:

    there doesn’t seem to be a link to the video you mentioned………… i’m curious about this xylitol caramel too as i’ve never been able to make it happen. thanks!

  • Elizabeth says:

    I am confused about the nutrition per serving, if the “popcorn” contains only egg whites and whey protein and the caramel is simply sugar alcohol, butter and cream. How do you end up with 5.9g Net Carbs per serving. Where are the carbs coming from? Thanks!

  • AM says:

    Hi Maria,
    I tried to make this and it turned out more like a bread, but not really an edible one 🙁 I let it sit overnight and didn’t really dry out?
    I seem to always fail at egg whites…maybe they weren’t stiff enough? I only have a hand mixer and I used the whisk attachment, and made sure they were stiff by turning the bowl upside down. But everything always seems to fall apart when I add the protein powder, even if I slowly sift it in. Plus trying to make anything with my 2 yo around is hard…maybe they sat a minute too long after whipping? Any suggestions? Would adding cream of tartar help? Would love to make some popcorn! Thanks 🙂

    • cemmerich says:

      Maybe not stiff enough. Cream of tartar will help. Also, make sure absolutely no yolk or moisture (water) get into the whites or they will fall. 🙂

  • Angie says:

    How could I turn this into more of a salty version? I like Caramel corn but sometimes it’s the salty that I prefer.

  • Cassie says:

    okay so I must have done something wrong. My caramel crystalized and now its like a rock in my mason jar. Will it melt and go back or is it ruined?

    • cemmerich says:

      If you heat it is should go back to more caramel texture. Also, just like sugar doesn’t crystallize like erythritol or Swerve. 🙂

  • Lauren says:

    Could someone make these for me and I’ll just buy them?
    Too confusing …

  • Emma says:

    I used swerve and it turned to rock like cassie said …. I’d use just like sugar, but I read reviews by diabetics who reported a blood sugar spike after using just like sugar, and said “truth in advertising; it IS just like sugar, to my blood sugar!” which of course scared me… I have another sweetener that is luo han guo + vegetable fiber based, maybe this would work?

    I noticed you share information on glucose meters, have you tested just like sugar’s response? Thanks!!

    • Emma says:

      also if swerve is no good for this recipe, why are there still directions for it? >_<

    • cemmerich says:

      Lou Han should work. 🙂 Yes, I have seen that too many fiber carbs (like in Just Like Sugar) can still couse an insulin response. That is why I personally don’t use just like sugar anymore and always count total carbs when talking keto. 🙂

  • Emma says:

    I just saw this and was concerned, to clarify:

    Maria Emmerich June 25, 2012 at 1:43 pm / Reply

    Nope, This is the one thing I haven’t had success with with Swerve.

    My caramel recrystallized in the fridge and got crunchy/hard.

    • cemmerich says:

      I’m sorry. I was confusing the recipe with another. Yes, xylitol and lou han work best in this recipe. Swerve will crystallize some in the fridge. I don’t mind it (I heat it back up and mix and it is ok for me). 🙂

  • Emma says:

    🙂 OK! I will try the dixie diners’ sugarnot which is luo han guo based. I have a dog so xylitol is a nono.

    It reheated ok but was slightly grainy (I used the confectioners style swerve, too!)

    I finished off my caramel pecan ice cream with it last night, so with the remainder I made peanut butter caramel fat bombs, and dipped bacon in it 😀

  • Nicole says:

    What type of bread pan do you use?

  • Christine says:

    Would the caramel sauce work if I used coconut cream instead of the heavy cream?

  • Cathy says:

    Ohhh THANK YOU!! Finally a caramel recipe with Xylitol! Yay!

Leave a Reply

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

Free Email Updates

Don't miss any of our free content or sales!

We respect your privacy. We never share your information with anyone.