2 c. brown sugar
2 sticks (1 c.) butter
1/2 c. white Karo syrup
1 tsp. salt
1 tsp. butter flavoring
1 tsp. burnt sugar flavoring
1/2 tsp. baking soda
8 to 10 qt. popped popcorn

Put the popped popcorn into a large roasting pan. Mix together first six ingredients into a medium sized saucepan and bring to a boil. Boil mixture for 5 minutes while stirring. Remove from heat and mix in the baking soda. Pour over popcorn and stir well. Put in a 250 degree oven for 1 hour, stirring every 15 minutes. Remove from oven and cool, stirring often to keep popcorn from sticking together.