1 cup (2 sticks) butter
1/2 cup corn syrup
1 cup brown sugar
1 tsp. vanilla
1 large bowl popcorn- with the un-popped kernels removed
In a medium saucepan combine butter, corn syrup, and brown sugar. Cook over medium high heat, stirring constantly until mixture comes to a boil. If you have a candy thermometer, heat caramel to softball stage. Otherwise, just allow the caramel to boil for about 3 minutes. Remove from heat and stir in vanilla. Pour over popcorn and stir to coat.
This popcorn is best warm, but saves well and is a favorite treat for family night, parties, and for our family trip to the beach every year!