1/2 c. BLAIR chocolate pie mix
1 1/4 c. sugar
1/2 c. evaporated milk
2 tbsp. butter
1 tbsp. BLAIR vanilla flavoring
4 to 6 c. popped popcorn (1 microwave bag)

Grease a large rectangular oven-proof dish with butter. Distribute popped popcorn evenly in the dish. In saucepan, combine pie mix, sugar and milk. Stir until smooth and place over medium heat. Stirring constantly, bring mixture to full boil.

Reduce heat and continue cooking and stirring until mixture reaches soft ball stage on a candy thermometer. Remove from heat and add butter and vanilla. Beat with electric mixer for 8 to 10 minutes on high. Working quickly, pour chocolate mixture over popcorn as evenly as possible. Let cool completely and break or cut into pieces.