1/2 c. sugar
1/4 c. butter
1/2 c. dark corn syrup
1/2 tsp. vanilla
1/2 tsp. salt
2 qt. popped corn

Cook all ingredients, except popcorn at medium high heat 5 minutes, stirring constantly. This is to dissolve sugar.

In large bowl mix caramel with corn. Bake in jelly roll pan at 250 degrees for 1 hour, stirring every 15 minutes.

MICROWAVE: Put caramel coated corn in clean brown grocery bag. Fold over top several times to seal and then shake bag. Microwave on High 1 minute, then shake bag. Microwave 1 minute more, shake bag. Microwave 30 seconds. (Careful not to over cook.) Remove popcorn to serving bowl to cool.