This study characterized chemicals released into a chamber in the process of cooking microwave popcorn. Seventeen types of microwave popcorn from eight different brands were studied. The work proceeded in two phases: phase one investigated chemicals emitted during popping and opening, phase two investigated chemicals emitted at discrete intervals from 0-40 minutes post-pop opening. The research was performed using a microwave oven enclosed in a chamber with ports for air sampling of particulate matter (PM) and volatile organic compounds (VOCs). VOCs in the air samples were identified and quantified using gas chromatography/mass spectrometry (GC/MS). PM was characterized using both an aerodynamic particle sizer (APS) and a scanning mobility particle sizer (SMPS) to cover a full range of emitted sizes. The compounds measured during popping and opening included butter flavoring components such as diacetyl, butyric acid, acetoin, propylene glycol, 2-nonanone, and triacetin and bag components such as p-xylene and perfluorinated alcohol 8:2 telomer. The greatest chemical quantity is emitted when the bag is opened post-popping; more than 80% of the total chemical emissions occur at this time.