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Loaded Fall Harvest Popcorn

5 from 2 votes
Total Time: 10 mins
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This loaded popcorn is packed with fall harvest flavors: pumpkin pie spice, caramel, Nilla wafers, white chocolate, and pecans. It comes together in just 10 minutes and you will be left craving more. This is also a great treat for gifting and parties or making with kids.

Loaded Pumpkin Pie Popcorn

This is the PERFECT treat for a crisp fall night. Just imagine it… cuddled under a fuzzy blanket, munching on a bowl of this popcorn, watching fall classic movies.

I personally am obsessed with horror films but this popcorn got me into a witchy mood. I devoured this bowl of popcorn watching Hocus Pocus and Practical Magic. You’ve seen them right?! Mid to late 90s classics about witch sisters, curses, and magic. Anyways this Loaded Fall Harvest Popcorn is fall vibes and you have got to try it!

Looking for more fall movie night treats? Check out my Marshmallow Pumpkin Milkshake or my Maple Pumpkin Fruit Dip.

Overhead shot of popcorn in bowls surrounded by leaves and more loaded popcorn.

Loaded Popcorn Ingredients

  • Popcorn of course- but make it unsalted or very lightly salted.
  • White chocolate- the glue for all of our goodies to stick together.
  • Canola oil- this is to help your white chocolate melt smooth and thins it out a bit too.
  • Pumpkin Pie Spice pudding- adds the spices and pumpkin flavors.
  • Cinnamon- because this needs more of it.
  • Nilla wafers- for some crunch.
  • Caramel bites- who doesn’t like a little caramel in the fall?!
  • Chopped pecans- the quintessential nut of the season.
  • Sprinkles- no explanation needed.
Ingredients for Loaded Fall Harvest Popcorn

What if I Cannot Find Pumpkin Pie Spice Pudding?

Good news, you can do a few things. One, you can omit the Pumpkin Pie Spice pudding. Two, you can sub out the pudding for another flavor like vanilla, butterscotch, etc. Three, you can add more pumpkin pie spice and/ or cinnamon to the white chocolate to amp up the flavor.

Popcorn in a bowl and spilling over

It’s As Easy as Pie

NO pun intended, but for real it is so simple.

To prep you are going to want to put parchment paper on a baking sheet and put your popcorn and goodies in a large bowl.

Next, melt your white chocolate with the Canola oil, stir in the pudding mix, pour over the popcorn and goodies, lightly mix together.

Pour onto your baking sheet, sprinkle your loaded popcorn with cinnamon and sprinkles, and allow it to dry.

TIP: Keep your popcorn piled up one to two inches high. This helps everything stick together and is much more satisfying when you break it apart and eat it.

Mixed Loaded Fall Harvest Popcorn on a cookie sheet to dry

Notes On Melting White Chocolate

I always use white chocolate chips because I feel like they taste better than melting chocolates. With that being said, chips are a lot trickier to melt successfully than melts. Here are a few tips:

  1. The size of the bowl/cup does matter when you are melting white chocolate. You do not want the white chocolate chips piled too high (it takes longer to melt and it melts your chocolate unevenly causing the bottom portion to seize). My rule is the chips should be no higher than 2 inches from the bottom.
  2. You need the canola oil. This helps the white chocolate to not only thin out but it promotes a more even melt. If your white chocolate seems too thick you can add a teaspoon at a time until you reach the consistency you are looking for.
  3. Heating for a long time does not mean the chips will melt better. Stir in between each 30 second increment of heating for at least 30 seconds. Push the clumps you see to the sides of the bowl where it is hot to help them break down. Typically it only takes white chocolate 60 seconds to melt in the microwave.

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Enjoy Entirely, Elizabeth
Final shots of Loaded Pumpkin Harvest Popcorn in small bowls and big bowls

Loaded Fall Harvest Popcorn

Elizabeth Swoish
This loaded popcorn is packed with fall harvest flavors: pumpkin pie spice, caramel, Nilla wafers, white chocolate, and pecans. It comes together in just 10 minutes and you will be left craving more! This is also a great treat for gifting and parties or making with kids.
5 from 2 votes
Prep Time 10 mins
Total Time 10 mins
Course Dessert, Snack
Servings 8 servings (1 cup each)
Calories 109 kcal


  • 6 cups popcorn; unsalted or lightly salted
  • 1 ½ cups white chocolate chips
  • 1 tablespoon canola oil
  • ½ package Pumpkin Pie Spice pudding; I used Batch brand from Walmart
  • cinnamon; let your heart guide you on the amount you use
  • 1 cup Nilla wafers
  • ¾ cup caramel bites
  • ½ cup chopped pecans
  • fall themed sprinkles


  • Prepare a cookie sheet with parchment paper.
  • Pour the popcorn into a large bowl. Mix in the goodies (Nilla wafers, caramel bites, and chopped pecans).
  • Melt the white chocolate with the Canola oil in the microwave in 30 second increments until melted and smooth.
  • Add the Pumpkin Pie Spice pudding and mix until smooth.
  • Pour the mixture over the popcorn and toss together.
  • Pour onto a prepared baking sheet, sprinkle with cinnamon and sprinkles, and allow it to dry.
  • Break into pieces and enjoy with your favorite fall movie!



Storing Information:
  • In an airtight container at room temperature for up to 3 days or until stale.

Metric conversions are calculated automatically. I cannot guarantee the accuracy of this information.


If you make my Loaded Fall Harvest Popcorn, don’t forget to leave this recipe a rating, comment, or like. Tag me on social media using the hashtag #EntirelyElizabeth when sharing your own personal photos making this recipe. I would love to see your version and know your thoughts!

By Elizabeth Swoish on October 9th, 2021

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