1 c. brown sugar
1 stick butter
1/4 c. white Karo syrup
1/2 tsp. salt
1 gal. air popped plain corn

In a glass bowl in microwave heat until boiling, then boil 2 minutes, stirring after each minute. Remove hot syrup from microwave and stir in 1/2 teaspoon baking soda. Stir until syrup changes color, thickens and cools slightly.

Pour syrup over popcorn in large paper bag and shake to coat well. Be careful the syrup will blister on contact with your skin. Place the bag of caramel popcorn in microwave (with bag open). Heat 1 1/2 minutes on high. Shake, beat another 1 1/2 minutes on other side of bag. Take bag of popcorn out of microwave rip open to cool, or spread over cookie sheet. Spread popcorn out well to cool. I usually rip open the bag and loosen the corn from the sides with a spoon. Store in airtight container. You may add cooked peanuts to the plain popcorn in the bag start with.