A Valentine treat to share with someone special.  Decadent, chocolatey, and delicious.

More time to love! We perfected this classic combo and made it easy peasy by melting caramels and dark chocolate in the microwave. 

Easy to prepare: Total time 1 1/2 hours, takes ½ hour to prepare and 1 hour to set.

This recipe is Popzup Popper Kitchen tested!


* Cooking Detective posted this comprehensive article on chocolate. Check it out to learn why to buy quality chocolate and what to look for: Sweet, Dark, And Mysterious: Unveiling The Benefits Of Dark Chocolate


  1. Preheat oven to 300*.
  2. Spread Popzup Popcorn on a cookie sheet lined with parchment paper (push popcorn toward the center so there is little space between kernels).
  3. Place caramels and cream in a small microwave safe bowl. Microwave slowly, 5-10 seconds at a time, until it’s runny. Stir between microwaving. 
  4. Using the tip of a butter knife, drip caramel evenly over the popcorn. If the caramel become thick just microwave again.
  5. Bake the popcorn on the parchment paper for 20 minutes.
  6. While the popcorn is in the oven, chop chocolate into 5 or 6 pieces and place into a small microwave safe bowl. When there is 2-3 minutes baking time remaining, start microwaving the chocolate just like you did with the caramel. Only this time stir at least 10-15 seconds each time you take it out of the microwave. Chocolate retains it’s heat so stirring it will melt remaining chucks-it is very important not to overcook your chocolate or it will separate. Melt only until smooth.
  7. Just after you take your popcorn out of the oven, use the tip of a butter knife to drip chocolate over the popcorn.
  8. Sprinkle with Popzup Pure Ocean Sea Salt Popcorn Flakes.
  9. Leave at room temperature until the chocolate is firm to touch, about 1 hour.
  10. Break into yummy clusters and enjoy!