1 c. butter
2 c. brown sugar
1/2 c. light corn syrup
1 tsp. salt
1/2 tsp. baking soda
1 tsp. vanilla
6 qts. popped popcorn

Preheat oven to 250 degrees. Grease two large, shallow baking pans. Remove unpopped kernels from popped popcorn. In a saucepan, melt butter over low to medium heat. Add brown sugar and corn syrup. Bring mixture to a boil, stirring constantly. Lower heat, and gently boil for 5 minutes, continuing to stir. Remove from heat, and stir in vanilla, salt and soda. Mix caramel sauce and popcorn together. spread coated popcorn evenly in the two pans. Bake for 1 hour, stirring every 15 minutes. Cool and break caramel corn apart before serving.