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Preheat the oven to 350F Grease a sheet pan with nonstick spray.
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Line 3 (12-cup) cupcake or muffin pans with paper cupcake liners.
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FOR THE PEANUT BRITTLE:.
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Combine the sugar, peanuts, and corn syrup in a saucepan.
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Cook on medium heat until the mixture is golden in color.
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Remove the saucepan from the heat.
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Stir in the butter and baking soda.
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Working quickly, spread the mixture onto the greased sheet pan.
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Allow the mixture to cool slightly before using a spatula to spread the mixture out even further.
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Once cooled a little more, stretch the candy out to be thin.
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Once fully cooled, approximately 30 minutes, break the candy into small pieces.
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You will not need all this brittle for the cupcakes.
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The extra can be stored in a plastic storage container for snaking or a second batch of cupcakes!
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FOR THE BUTTERMILK POUND CAKE:.
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In a large bowl, beat together the sugar and butter until smooth.
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Add the eggs, 1 at a time.
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Scrape down the bowl and mix after each egg addition.
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In a separate bowl, sift together the cake flour, all-purpose flour, baking powder, salt, and baking soda.
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In a third bowl, mix together the buttermilk and vanilla extract.
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Add the dry ingredients and buttermilk mixture to the butter-egg mixture, alternating between the dry and wet ingredients.
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Fold in the chopped peanut brittle.
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Using a medium-size ice cream scoop, scoop the batter into the prepared cupcake liners.
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Add a layer of the mini chocolate shell candies.
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Bake until the tops of the cupcakes lightly spring back when pressed and a toothpick inserted in the center comes out clean, about 20 to 22 minutes.
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BUTTERSCOTCH CARAMEL:.
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Warm the butterscotch topping, and then add the cream and salt, mixing until smooth.
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Allow the mixture to cool, and then transfer to a disposable pastry bag fitted with a small tip and use to fill the cupcakes.
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This is a little sticky and messy!
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FUDGE ICING:.
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In a food processor, blend the butter, sugar, cocoa and salt until smooth.
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Add the corn syrup and vanilla extract.
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Blend again, making sure to scrape the sides of the food processor.
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Add the chocolate and pulse until completely combined.
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It should be smooth and creamy.
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CARAMEL CORN:.
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Place the brown sugar, salt, butter, corn syrup, and vanilla extract into the microwave-safe container, and cook on HIGH power for 1 minute.
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Remove and stir until smooth.
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Place the container back in the microwave and cook again for another 2 minutes, or until the mixture is bubbling.
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Remove the container from the microwave and stir in the baking soda.
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It will foam up.
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Spray a large stainless steel bowl with nonstick spray, and place the popcorn in it.
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Pour the hot mixture from the microwave over the popcorn, and toss until evenly coated.
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Spread the popcorn over a sheet try and move it around until it is all separated.
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Allow the mixture to cool before layering on top of the fudge icing.
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VANILLA BUTTERCREAM:.
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In a bowl, whisk together the egg whites and sugar.
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Heat them over a bain marie until hot and the sugar is melted.
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Pour the hot egg white-sugar mixture into the bowl of an electric mixer and whisk on high until the mixture is cooled.
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Switch to a paddle attachment.
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With the mixer running on a medium-high speed, gradually add the softened butter until the frosting is thick, smooth and glossy.
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Add the vanilla extract, and mix until combined.
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FOR THE ASSEMBLY:.
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Fill the cooled cupcakes with the BUTTERSCOTCH CARAMEL.
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Spread the FUDGE ICING on top.
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Sprinkle the CARAMEL CORN over the icing and top with a dollop of the VANILLA BUTTERCREAM.
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Top the BUTTERCREAM with a Mini Chocolate Shell Candy.