12 c. plain air-popped popcorn (about 1 c. unpopped)
1 c. granulated sugar
10 tbsp. stick butter
1/3 c. light corn syrup
1 tsp. vanilla extract

Cover 2 baking sheets with aluminum foil and spray with nonstick cooking spray. Spread the popped popcorn on the baking sheet in a single layer. In a medium nonstick skillet, combine the sugar, butter and syrup; bring to a boil over medium heat, stirring constantly (about 3 minutes). Continue cooking and stirring until the mixture turns a light caramel color, about 5 minutes. Don't overcook or the caramel will brown and burn. Remove from the heat and slowly stir in the vanilla. Pour the caramel mixture over the popcorn. When the caramel has cooled, break it into bite-sized pieces.

Makes 24 (1/2-cup) servings.