1 (14 oz.) can Eagle Brand sweetened condensed milk
1 cup packed brown sugar
3 cups unpopped popcorn
3/4 cup white Karo corn syrup
1/2 cup (1 stick) butter

Pop popcorn and remove any unpopped kernels. Put in large bowl and set aside.

In saucepan, mix all ingredients together and bring to a boil over medium heat. Boil 3 minutes for caramel corn or 5 minutes for popcorn balls. Pour mixture over popcorn and mix well.

If making popcorn balls, dip hands in cool water every once in awhile to prevent burning your hands and to prevent corn from sticking to hands.