12 C popped popcorn (I used more like 14 C - whatever works for you)
1 C brown sugar
1/4 C white Karo syrup
1/8 tsp. salt (If you are using salted microwave popcorn, then omit salt here. I just realized I'm pretty sure I forgot the salt most of the time. Still good.)
1/2 c. real butter
1/2 tsp. baking soda
1 tsp. vanilla
Pop popcorn and set aside. Make sure you don't use any unpopped kernels. Place brown sugar, Karo syrup, salt and butter in a microwave safe dish. Microwave for 30 seconds. Stir it up a bit. Now microwave on high for 2 minutes. Take it out and stir. Microwave for 2 more minutes.
Put the popcorn in a bowl much bigger than you think you'll need. When the caramel is done cooking, take out of microwave and add baking soda and vanilla. Stir well - until it actually looks like caramel - pour over popcorn and stir it up to coat well. Spread out on wax paper (or a silpat) to let cool.
If you want crunchier caramel corn (which I didn't), spread out on a cookie sheet and bake either at 200 degrees for 1 hour, stirring every 15 minutes or at 300 degrees for about 30 minutes stirring every 10 minutes. Keep an eye on it so it doesn't burn.
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