Melt butter in a heavy saucepan.

Stir in brown sugar, syrup and salt. Bring to a boil, stirring constantly until mixture boils.

Stop stirring; boil without stirring for 5 minutes or until a candy thermometer reaches 248°F.

Remove from heat. Stir in baking soda and vanilla or flavoring.

Gradually pour the hot mixture (CAUTION - boiled sugar is very hot and will burn!) over the popcorn, mixing well with a spatula.

Turn into 2 large baking pans.

Bake at 250°F for 45-60 minutes, stirring every 15 minutes with a heat-proof spatula.

Remove from oven and allow to cool completely before breaking apart.

Store in an airtight container for up to 1 week.

Makes about 5 1/2 quarts.

Submitted by: CM