Overhead of chicago mix popcorn bagged up for gifting.

Living in Indiana my entire life, there has never been a single flight I’ve ever taken that hasn’t connected in Chicago. I am well-versed with the ins-and-outs of both O’Hare (ask me about the secret hallway that is perfect for layover naps) and Midway (find me in the yoga room during delays). And anyone who spends any time in either of the main Chicago airports knows this single fact: Chicago-Style Popcorn is king of the airport!

You can’t walk more than three gates before you hit another popcorn stand selling the famous Chicago-style popcorn—which is just a mix of both cheddar popcorn and caramel corn. Each of these popcorn stands is always packed to the gills with hungry travelers looking to take a batch of famous Chicago mix popcorn on the plane with them. What makes this type of popcorn have such global appeal? It has the amazing sweet-and-salty combo that makes it totally addictive!

Close-up of snack mix in a large serving bowl.

If you don’t have a trip to Chicago on the books, no worries, we’re going to teach you how to make Chicago Mix popcorn at home. It’s easy as can be, as delicious as the original, and it makes for an amazing food gift for the holidays. Let’s make some popcorn!

What is Chicago popcorn?

Chicago popcorn is an even mix of caramel corn and cheddar cheese popcorn. Some people like to include plain buttered popcorn too, but I’ve generally seen it as just the two flavors together.

When mixed together, the caramel and cheese popcorns make for a can’t-stop, won’t-stop sweet and salty flavor.

Homemade cheese and caramel popcorn side by side in a large mixing bowl.

How do you make caramel popcorn from scratch?

Get yourself some plain popped popcorn, butter, brown sugar, salt, vanilla extract, and baking soda. Let’s do this!

Collage of six steps to make caramel corn.

This is going to get a little messy (and a lot sticky), so start by lining your baking sheets with parchment paper or a silicone baking mat. Don’t skip this step!

  1. Mix together the butter, brown sugar, and salt.
  2. Bring to a boil for 4 minutes to cook it down into a caramel.
  3. Stir in the vanilla extract.
  4. Stir in the baking soda and cook for one more minute.
  5. Remove the caramel from the heat. The caramel should be very fluffy.
  6. Pour the popcorn into a big bowl and drizzle with caramel. Spread out the caramel corn on your baking sheets to cool.

Wholefully Protip

Make sure you are stirring the caramel from time to time as it cooks so that it doesn’t burn.

How do you get cheese to stick to popcorn?

The secret to perfectly cheesy cheddar popcorn is to use cheese powder instead of regular cheese, and…butter! We shake, shake, shake the popcorn with butter so that every kernel is coated, and the butter acts like the “glue” for the cheese.

Wholefully Protip

Just like we did with our movie theater popcorn, you’ll need to skim the foam off your melted butter before you pour it over the popcorn. It’s key for getting crunchy popcorn instead of a soggy mess!

Scooping a single serving of chicago popcorn into a bowl.

What is in cheddar cheese powder?

Cheddar cheese powder is cheddar that has been dried, dried, and dried some more. So in a good cheese powder, all of the lead ingredients should be things like whey (one of the proteins in milk), buttermilk or milk solids, and cheeses. We really like the Premium Cheddar Cheese Powder from Hoosier Hill Farm because the flavor is great, and it gets its color from paprika and annatto instead of chemical colorants.

Wholefully Protip

Can’t find cheese powder? You can scavenge the packets from boxes of macaroni and cheese.

How do you make cheese popcorn from scratch?

Cheddar popcorn time! You’ll need a big paper grocery bag for this one.

Collage of six steps to make cheddar popcorn.

  1. Mix together the cheddar cheese powder with a little mustard powder and salt. These will just help intensify the cheesy flavor!
  2. Now you need some melted butter or ghee. You can use ghee right away, but if you are using melted butter, skim off the foam first so that you don’t end up with soggy popcorn! 
  3. Pop your popcorn!
  4. Pour the popcorn into your paper bag, and pour in the butter or ghee. Fold over the grocery bag a few times to close it, and shake it really well, until all the popcorn is coated.
  5. Add the cheese powder mixture, fold the bag closed again, and shake some more!
  6. Enjoy your cheesy popcorn!

Wholefully Protip

Really shake the dickens out of the cheddar popcorn when distributing the butter and the cheese powder so that every piece comes out cheesy!

Homemade cheese and caramel popcorn mixed together in a large mixing bowl.

I have caramel corn and cheddar popcorn…now how do I make it into Chicago popcorn?

Once your caramel corn is completely cooled, you can mix the two popcorns together. Ta-da! You’ve made Chicago popcorn. It is ready for storing or packaging up for gifting.

How long does Chicago popcorn last?

We recommend storing Chicago-style popcorn in an airtight container or zip-top bag. It should be good for 10-14 days.

Close-up of single serving of Chicago mix in a paper cone.

How can I package Chicago popcorn for gifting?

We think simple is best for this gift, so that everyone can see the delicious popcorn inside. Chicago popcorn looks beautiful in simple cellophane bags.

Overhead of chicago mix popcorn bagged up for gifting.

Chicago Popcorn

Yield: 25 servings
Cook Time: 35 minutes
Additional Time: 30 minutes
Total Time: 1 hour 5 minutes

Chicago popcorn makes the most of the classic sweet-and-salty combo! Rich, sweet caramel corn is mixed with cheddar popcorn for an irresistible snack.


Caramel Corn

  • 1 cup unsalted butter
  • 1 cup packed light brown sugar
  • 1/2 teaspoon fine sea salt
  • 2 teaspoons vanilla extract
  • 1/2 teaspoon baking soda
  • 15 cups plain popped popcorn (about 1/2 cup unpopped kernels worth)

Cheddar Cheese Popcorn


For the Caramel Corn

  1. Line two baking sheets with parchment paper or a silicone baking mat. Set aside.
  2. In a medium saucepan over medium heat, combine the butter, brown sugar, and salt. 
  3. While stirring continuously, bring the butter mixture to a boil. Boil for 4 minutes, stirring occasionally to prevent scorching. Add in the vanilla extract, stirring well to combine. At this point, the caramel should be the hard crack stage (a candy thermometer should read 300°F, or see notes if you don't have a candy thermometer).
  4. Add in the baking soda and the boil for 1 more minute. The mixture should get very fluffy and foamy. Remove from heat.
  5. Place the popped popcorn in a very large bowl, and then drizzle the caramel sauce over top. Use a spoon to fold the popcorn until all kernels are covered.
  6. Pour the caramel corn out onto the prepared baking sheets, and let cool completely.

For the Cheddar Cheese Popcorn

  1. In a small bowl, mix together the cheddar cheese powder, mustard powder, and fine sea salt. Set aside.
  2. Place the popped popcorn in a large (clean!) paper grocery bag. 
  3. If using melted butter, skim off the foam from the butter to avoid the popcorn getting soggy (see photos in the post). Pour the melted butter or ghee over the popcorn, close the grocery bag, and shake until all the popcorn is coated in butter. Shake really well! 
  4. Sprinkle in the cheese powder mixture, close the bag again, and shake until all popcorn is coated.

For the Chicago Mix

  1. Combine equal amounts of the Cheddar Cheese Popcorn and the Caramel Corn. Enjoy!


  • The hard crack stage happens at 300°F. If you don't have a candy thermometer, you can do the cold water test: spoon some of the caramel into a glass of cold water. When the caramel is ready, it will form brittle strands in the water and the strands will break when you bend them.

Nutrition Information:
Yield: 25 Serving Size: 1.25 cup
Amount Per Serving: Calories: 186Total Fat: 15gSaturated Fat: 8gTrans Fat: 1gUnsaturated Fat: 6gCholesterol: 31mgSodium: 223mgCarbohydrates: 13gFiber: 1gSugar: 7gProtein: 1g

At Wholefully, we believe that good nutrition is about much more than just the numbers on the nutrition facts panel. Please use the above information as only a small part of what helps you decide what foods are nourishing for you.

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    1. Yes, it does! Since water boils at a lower temperature based on altitude, you’ll likely reach the hard crack stage at a lower temperature, too. The boiling point of water is generally about 2°F lower per 1000ft above sea level. So instead of reaching the hard crack stage between 300°F an 310°F, you’ll want to test your caramel using the cold water test at around 286°F. To do that, just spoon a bit of the caramel syrup into a glass or bowl of cold water. It should form a hard ball that cracks into threads instead of bending. Hope this helps!