This paper presents a novel cache replacement method — Popularity-Driven Content Caching (PopCaching). PopCaching learns the popularity of content and uses it to determine which content it should store and which it should evict from the cache. Popularity is learned in an online fashion, requires no training phase and hence, it is more responsive to continuously changing trends of content popularity. We prove that the learning regret of PopCaching (i.e., the gap between the hit rate achieved by PopCaching and that by the optimal caching policy with hindsight) is sublinear in the number of content requests. Therefore, PopCaching converges fast and asymptotically achieves the optimal cache hit rate. We further demonstrate the effectiveness of PopCaching by applying it to a movie.douban.com dataset that contains over 38 million requests. Our results show significant cache hit rate lift compared to existing algorithms, and the improvements can exceed 40% when the cache capacity is limited. In addition, PopCaching has low complexity.