2 c. brown sugar
1 c. light Karo syrup
1 cube butter
1 can sweetened condensed milk
4 poppers popcorn

Combine brown sugar, Karo syrup and butter. Bring to a boil on medium high heat. Add sweetened condensed milk, stirring continuously until boils. Cook to soft ball stage. Cook less for less caramel taste and softer caramel. Pour over popcorn.