By Kerry Diamond
Updated Aug 30, 2018 @ 9:30 am
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America’s most adored drummer walks into Milk Bar’s N.Y.C. test kitchen and admits he’s a little miffed. The previous night, on a rare break from his gig as The Tonight Show bandleader, he deejayed for six hours at a Michael Jackson-themed party in Brooklyn and got through only 209 songs. “I had planned on 274,” says Ahmir “Questlove” Thompson.

Everybody knows Questlove is obsessed with music, but his other passions run just as deep. He’s a foodie who occasionally hosts salon-style dinners, an author focused on the art of creativity (he’s written two books on the subject), and a popcorn fanatic (be on the lookout for a line of seasonings he’s launching this fall with Williams Sonoma).

So when Christina Tosi, Milk Bar founder, MasterChef judge, and ingenious baker, invited Questlove to a popcorn cake-layering lesson plucked from her upcoming cookbook, All About Cake, the musician couldn’t contain his excitement. “That is right up my alley,” he said.

In the kitchen Tosi bounces back and forth in her signature red Converse sneakers while explaining how the inspiration for this cake is her regular movie-theater-snack order: “Popcorn with an insane amount of butter, a tall Coke, gummy bears, Junior Mints, and sometimes Reese’s Pieces.”

Cole Wilson; Questlove: stylist: Rebecca Pietri/Homme Pour Femme; hair: Maisha Stephens-Teacher/SEE Management; grooming: Maria Scali/Elisa Valentina Agency; Christina Tosi: fashion editor: Alexis Parente; hair: Nate Rosenkranz/Honey Artists; makeup: Marygene/SEE Management

For this recipe, though, she pares down her mix of candies to focus on the main ingredient. She grinds store-bought popcorn and adds it to the flour for the batter (see recipe, below). After the sheet cakes are prepped, it’s assembly time. Tosi first shows Questlove how to use a cake ring to create the circular layers and fill in any gaps by pressing in excess cake bits. Then she concocts three layers of cake featuring popcorn-steeped milk, popcorn pudding, salted caramel, popcorn crumbs, caramel corn, and a thick, silky substance she calls “corn fudge.”

How does the creator of the Compost Cookie, Crack Pie, and Cereal Milk come up with this stuff? “My creative mind is my favorite place to escape to,” Tosi says. “It’s where I get to ask, ‘Why not?’ ” She’s not in pursuit of perfection, she says, but rather something more human: treats that are salty, sweet, smooth, and surprising all at once. Her creative process is not dissimilar to the way Questlove constructs a song, whether he’s playing with his band, the Roots, or producing an album for singers like Andra Day or Solange. “You can make the most of mistakes or imperfection,” he says, holding a forkful of cake. “Sometimes when I’m drumming, I’ll go ahead of or behind the beat and play sloppily on purpose. When you know the rules, you can break the rules.” And it’s almost always delicious.

Photographer: Cole Wilson. Questlove: styling: Rebecca Pietri. Hair: Maisha Stephens-Teacher. Makeup: Maria Scali. Christina Tosi: Sittings editor: Alexis Parente. Hair: Nate Rosenkranz. Makeup: Marygene.

For more stories like this, pick up the September issue of InStyle, available on newsstands, on Amazon, and for digital download now.

Cole Wilson; Questlove: stylist: Rebecca Pietri/Homme Pour Femme; hair: Maisha Stephens-Teacher/SEE Management; grooming: Maria Scali/Elisa Valentina Agency; Christina Tosi: fashion editor: Alexis Parente; hair: Nate Rosenkranz/Honey Artists; makeup: Marygene/SEE Management

Christina Tosi's Popcorn Layer Cake

Yields 1 6-inch layer cake

For 1 Quarter Sheet Pan of cake:

1 (3.3 oz.) bag plain microwave popcorn, freshly popped
8 tbsp unsalted butter, softened
1½ cups sugar
3 large eggs
½ cup buttermilk
¼ cup + 1 tbsp grapeseed or other neutral oil
¾ cup cake flour
1 tbsp corn powder*
1¼ tsp baking powder
1 tsp kosher salt

1. Heat the oven to 350°F. Coat a quarter sheet pan with nonstick spray and line with parchment paper.

2. Pulverize the popcorn, 1 cup at a time, in a blender until it is a fine powder, then sift. Continue this process until you have 4 cups; set aside.

3. Cream the butter and sugar in a stand mixer on medium-high, until light and fluffy (2 to 3 minutes). Scrape down the sides of the bowl continually throughout the mixing process.

4. Add the eggs, one at a time, beating on medium-high for 1 minute after each addition. After adding the last egg, beat on high for 4 more minutes.

5. Slowly stream in the buttermilk and oil on medium speed, then increase to medium-high until the mixture is nearly white, twice the size of your original butter mixture, and completely blended.

6. Whisk together the ground popcorn, cake flour, corn powder, baking powder, and salt in another bowl.

7. With the mixer on low, slowly add the dry ingredients and mix until well blended.

8. Pour the cake batter into the sheet pan and spread evenly.

9. Bake for 30 to 35 minutes, rotating the pan halfway through baking, until the cake doubles in size and bounces back slightly when poked at the edges and the center no longer jiggles. If it doesn’t pass these tests, leave the cake in the oven for an additional 3 to 5 minutes.

*Corn powder: Freeze dried corn kernels you can buy online or at a Whole Foods near you blended into a flour-like consistency. Also available for purchase at

For Popcorn Milk:

1½ cup whole milk
2½ cups popcorn, popped

1. Put the milk and popcorn into a blender and stir it together. Let the mixture steep for 15 minutes, then blend it together for 30 seconds.

2. Strain the popcorn milk through a fine-mesh sieve. Use immediately or store for a rainy day in an airtight container in the fridge for up to 5 days.

For Popcorn Pudding:

¼ cup popcorn milk
3 tsp cornstarch
¾ cup + 2 tbsp popcorn milk
2 large egg yolks
¾ cup sugar
3 tbsp + 1 tsp corn powder
2½ tsp kosher salt
1 stick unsalted butter, cold, cubed
silver gelatin sheets

1. Whisk the ¼ cup popcorn milk and the cornstarch together in a small bowl. Set the slurry aside.

2. Whisk the ¾ cup + 2 tbsp popcorn milk and the egg yolks together in a small bowl. Whisk the sugar, corn powder, and salt into the yolk mixture in a steady stream, then transfer everything to a small saucepan. Add the butter to the saucepan.

3. Bloom the gelatin. (For sheet gelatin: To bloom any amount of sheet gelatin, soak it in a small bowl of cold water. The gelatin is bloomed when it has become soft, after about 2 minutes. If the gelatin still has hard bits to it, it needs to bloom longer. If it is so soft it is falling apart, it is over bloomed; discard the gelatin and start over. Gently squeeze the bloomed gelatin to remove any excess water before using.)

4. Heat the milk-egg mixture over low heat, whisking regularly as it heats up. Keep a close eye on it. Once it just starts to boil, whisk in the popcorn-and-cornstarch slurry. Bring it back to a boil, then remove it from the stove and add the bloomed gelatin. Whisk until the gelatin has dissolved.

5. Pour the mixture through a fine-mesh sieve into a heatproof container and put it in the fridge until the popcorn pudding has cooled completely, at least 30 minutes. The pudding can be refrigerated for up to 1 week; do not freeze.

For Popcorn Crumbs:

½ cup milk powder
½ cup all-purpose flour
2 tbsp sugar
1 tbsp cornstarch
1 tbsp + 1 ½ tsp. corn powder
¾ tsp kosher salt
¼ cup + 1 tbsp unsalted butter, melted

1. Heat the oven to 250°F. Line a sheet pan with parchment paper or a silicone baking mat.

2. Combine the milk powder, flour, sugar, cornstarch, corn powder, and salt in a medium bowl. Toss with your hands to mix. Add the melted butter and toss, using a spatula, until the mixture starts to come together and form small clusters.

3. Spread the clusters on the lined sheet pan. Bake for 20 minutes. The crumbs should be sandy, but still clumped together at that point, and your kitchen should smell like buttery heaven. Cool the crumbs completely. The crumbs will keep in an airtight container in the fridge for up to 1 week or in the freezer for up to 1 month.

For Salted Caramel Filling:

½ cup + 2½ tsp sugar
2 tbsp light corn syrup
1 silver gelatin sheet
¾ cup + 2 tbsp heavy cream
1 tbsp + 1½ tsp unsalted butter
¾ tsp vanilla extract
¾ tsp kosher salt

1. Heat the sugar and corn syrup in a heavy-bottomed medium saucepan over medium-high heat. As soon as the sugar starts to melt, use a heatproof spatula to move it constantly around the pan — you want it all to melt and caramelize evenly. Cook and stir, cook and stir, until the caramel is a deep dark amber, 3 to 5 minutes.

2. Meanwhile, bloom the gelatin.

3. Once the caramel has reached the target color, remove the saucepan from the heat. Very slowly and very carefully, pour in the heavy cream. The caramel will bubble up and steam — stand away until the steam dissipates. Use the spatula to vigorously stir the mixture together. If it is at all lumpy or if there are any clumps of hardened caramel floating around the cream, put the saucepan back over medium heat and heat the mixture, stirring constantly, until all the caramel has dissolved and the mixture is smooth. Remove the pan from the heat.

4. Stir the bloomed gelatin into the caramel. Once the gelatin has dissolved, stir in the butter, vanilla extract, and salt. Pour the caramel through a fine-mesh sieve to make sure there are no lumps of sugar or gelatin in it.

5. Let the caramel cool to room temperature, then let it cool covered in the fridge for at least 8 hours before using. It will keep in the refrigerator, in an airtight container, for up to 3 weeks.

6. When you are ready to assemble the cake, remove the caramel from the fridge and paddle it in the bowl of a stand mixer on low speed to loosen it up and make it spreadable.

For Corn Fudge:

1 tbsp + 2 tsp heavy cream
2¼ tsp light corn syrup
2½ tsp sugar
1½ ounces white chocolate, chopped
1 tbsp unsalted butter, cubed
1 tbsp corn powder
pinch kosher salt

1. Combine the heavy cream, corn syrup, and sugar in a small, microwave-safe container and heat in the microwave for 45 seconds, until it is very hot to the touch.

2. Add the white chocolate, butter, corn powder, and salt and stir vigorously to combine. Keep stirring until the white chocolate and butter have melted. If it seems like the white chocolate and butter are not going to fully melt, heat the mixture in the microwave in 10-second intervals, stirring in between, until everything has melted together. Give the mixture one more vigorous stir to make sure everything is evenly incorporated.

3. Use the corn fudge immediately, while it is still warm, to top the cake.

For Caramel Corn:

1 bag plain microwave popcorn, freshly popped
½ cup + 3 tbsp sugar
1 tbsp light corn syrup
2 tbsp unsalted butter, cubed
pinch kosher salt

1. Pour half (about 5 cups) of the popped popcorn into a large bowl and set it aside. Save the leftover popcorn in the bag for a late-night snack attack.

2. Heat the sugar and corn syrup in a small heavy-bottomed saucepan over medium-high heat. As soon as the sugar starts to melt, use a heatproof spatula to move it constantly around the pan — you want it all to melt and caramelize evenly. Cook and stir, cook and stir, until the caramel has reached 375°F.

For Pickled Strawberry Jam:

1 lb ripe strawberries
1 cup sugar
2 tsp pectin NH
1/2 tsp kosher salt
1 tbsp sherry vinegar
1 1/2 tsp white wine vinegar

1. Wash and hull the strawberries. Put them in a blender and puree until they are fully broken down. Strain through a fine-mesh sieve.

How to Assemble the Cake:

1 quarter sheet popcorn cake
2 tbsp popcorn milk
2 tbsp milk
1 recipe popcorn pudding
1 recipe popcorn crumbs
1 recipe salted caramel filling
1 recipe corn fudge
1 recipe caramel corn
½ cup pickled strawberry jam, for serving

1. Put a piece of parchment paper or a silicone baking mat on the counter. Invert the cake onto it and peel off the parchment or mat from the bottom of the cake. Use the cake ring to stamp out 2 rounds from the cake. These are your top 2 cake layers. The remaining cake “scraps” will come together to make the bottom layer.

Layer 1, the bottom layer:
1. Clean the cake ring and place it in the center of a sheet pan lined with clean parchment or a silicone baking mat. Use 1 strip of acetate to line the inside of the cake ring.

2. Put the cake scraps together inside the ring and use the back of your hand to tamp the scraps together into a flat even layer.

3. Combine the popcorn milk and the milk and dunk a pastry brush in the popcorn milk (or use a spoon) and give the cake a good, healthy bath of half of the milk mixture.

4. Use the back of a spoon to spread one half of the popcorn pudding in an even layer over the cake.

5. Sprinkle one-half of the popcorn crumbs evenly over the popcorn pudding. Use the back of your hand to press them lightly into the pudding, anchoring them in place.

6. Use the back of a spoon to spread one half of the salted caramel filling as evenly as possible over the crumbs.

Layer 2, the middle:
1. With your index finger, gently tuck the second strip of acetate between the cake ring and the top inch of the first strip of acetate, to make a ring of acetate 5 to 6 inches tall, high enough to support the height of the finished cake. Set a cake round on top of the salted caramel filling (if one of your cake rounds is jankier than the other, use it here in the middle and save the prettier one for the top).

2. Repeat the layering: popcorn milk, pudding, crumbs, and salted caramel filling.

Layer 3, the top:
1. Nestle the remaining cake round into the salted caramel filling. Warm the corn fudge in the microwave in 10-second increments, stirring in between, until it becomes easily spreadable, about 20 seconds. Cover the top of the cake with corn fudge and give it volume and swirls, or do as we do and opt for a perfectly flat top. Garnish the fudge with the caramel corn (reserve some for serving).

2. Transfer the sheet pan to the freezer and freeze for a minimum of 12 hours to set the cake and filling. The cake will keep, well wrapped in plastic, in the freezer for up to 2 weeks.

3. At least 3 hours before you are ready to serve the cake, pull the sheet pan out of the freezer and, using your fingers and thumbs, pop the cake out of the cake ring. Gently peel off the acetate, and transfer the cake to a platter or cake stand. Let it defrost in the fridge for a minimum of 3 hours. (Wrapped well in plastic, the cake can be refrigerated for up to 5 days.)

4. Slice the cake into wedges and serve with 1 tablespoon of pickled strawberry jam dolloped on top, or spread or swooshed on each plate alongside a small handful of extra caramel corn.

Adapted from All About Cake, by Christina Tosi, out this fall.