Movie Theater Popcorn Cake Steals The Spotlight Every Time

Popcorn, Milk Duds, Sno-Caps, Swedish Fish... it's the whole moviegoing experience in dessert form.

Before reading about it on The Takeout, it had never once occurred to me to dump a few boxes of candy into a tub of hot movie theater popcorn. While I'm tempted to try it, I worry that that sort of snack bar extravagance would cost, what, $50? I know, I know—theaters need to sell overpriced concessions to make money. But if I start buying myself both candy and popcorn every time I go to the movies, then my kids are going to expect me to buy them candy and popcorn every time, too.

As a matriarch in the disappearing American middle class, I cannot be expected to blow hundreds of dollars every time I bring my family to the movies! When we go, provided that nobody pisses me off in the car, everyone is allowed to have exactly one item from the concession stand. After that they can make do with whatever I've stashed in my purse, though unfortunately, after an unseemly 2019 incident, I no longer travel with candy, hot dogs, or little packets of ranch dressing on my person. Sorry, kids.

If my family is going to have a super-indulgent movie-watching experience, we need to do it at home. After we had eaten our way through the entirety of my colleague Lillian Stone's stellar guide to popcorn-candy pairings, I decided I needed to make up for all the years my darling children were forced to suffer through screenings with nothing but dry cereal and baby carrots to keep them satiated.

I needed to make something bigger, crazier—the sort of movie-theater-inspired concoction that deserves a $50 price tag. A dessert that embodies the big-budget blockbuster age. If Zach Snyder and Michael Bay ever decide to have a baby, this is what they'd serve at the gender reveal party: a layered dessert with shortbread, pudding, popcorn, candy, and caramel that makes movie night at your house much better than any theatrical experience.

For the custard layer

  • 3-oz. bag "movie theater butter" flavored microwave popcorn
  • 6 cups milk
  • 1/2 cup cornstarch
  • 1/2 cup sugar
  • 4 eggs
  • 2 (o.25-oz.) packets powdered gelatin (about 5 tsp.)
  • 1/4 cup cold water
  • 6 Tbsp. butter, cut into pieces
  • 1 tsp. kosher salt

For the shortbread layer:

  • 3 cups pulverized cookie crumbs, preferably shortbread (I like Lorna Doones)
  • 10 Tbsp. butter, cut into pieces
  • 2 Tbsp. corn syrup

For the popcorn-and-candy layer

  • 3-oz. bag "movie theater-butter" flavored microwave popcorn
  • 1 (5-oz.) box Milk Duds
  • 1/2 cup heavy cream
  • As much movie theater candy as you please

Step one: Make the movie-theater-style popcorn custard

Use the microwave to pop the popcorn to manufacturers directions, then pour it into a large microwave-safe bowl and add the milk. Use a whisk to mash up the popcorn into a mush, then partially cover the bowl with plastic wrap or parchment paper, microwave for 3 minutes, then leave on the counter to steep for at least 30 minutes.


Strain the popcorn milk into a large measuring cup using a fine mesh sieve, using the back of a spoon or a silicone spatula to help press as much liquid as you can from the popcorn mush. You should have at least 5 cups of popcorn milk.

Whisk the cornstarch, sugar, and eggs together in the same large microwave-safe bowl as before (no need to wash it first), then whisk in the popcorn milk. Partially cover the bowl and microwave for 4 minutes. Stir the custard, re-cover, microwave for another 2 minutes, then stir again. Continue microwaving and stirring the custard in 30-second increments until it is uniformly thick and bubbling. (In my microwave this took 8.5 minutes total, but your timing may vary.)


While the custard is cooking in the microwave, pour the cold water in a small bowl and sprinkle in the powdered gelatin, stirring gently with a fork to prevent lumps, and allow to soften for at least 3 minutes.

The moment the hot custard comes out of the microwave, add the gelatin and stir until dissolved; add the butter and salt and continue stirring until the butter is fully melted. Set aside on the counter while you make the shortbread layer.

Step Two: Make the shortbread layer

Put the butter and corn syrup into a 13 x 9" microwave-safe casserole dish (like Pyrex); microwave at 50% power for 2-3 minutes until the butter is fully melted. Add the shortbread crumbs a cup at a time, stirring well with a fork, until the mixture resembles evenly wet sand. Use your hands to pat the crumbs down into an even layer, then microwave uncovered for 3 minutes, stopping every 45 seconds to rotate the pan and flatten any parts that bubble up.


Let the crust sit for about 2-3 minutes until it's cool to the touch, then pour in the movie-theater-popcorn custard, scraping the bowl with a silicone spatula so as not to waste a single drop. Tap the pan lightly on the counter to ensure there are no large air bubbles trapped inside, then cover with plastic wrap, pressing it directly onto the surface of the custard. Refrigerate for at least 4 hours.

Step Three: Right before serving, make the popcorn-and-candy layer

Use the microwave to pop the popcorn to manufacturers directions; allow to cool completely.

Combine the Milk Duds and cream in a microwave-safe measuring cup. Microwave uncovered on high for 90 seconds, stir gently with a fork to break up the Milk Duds a little (they will be very sticky!), then repeat heating and stirring in 45-second increments until the mixture becomes a smooth caramel. (In my microwave this took 4 minutes, but your results may vary.)


Remove the plastic wrap from the custard base and, using a sharp knife or bench scraper, pre-slice the dessert into 12 portions, making sure you cut through the bottom crust. Drizzle the top with 1/4 of the Milk Dud caramel, then add a few handfuls of popcorn to cover completely. Sprinkle with as much candy as your heart desires, drizzle with half the remaining caramel, and repeat.

This dessert is best if served immediately when the popcorn topping is still crunchy. However, this doesn't mean it's not good after it spends a few hours in the refrigerator. Even if the popcorn gets soft and the candy gets melty, this dessert doesn't get worse—it just gets different.