Step 1

Add the popped popcorn to a large paper grocery sack that hasn't been used (make sure it's clean).

Step 2

Grease a baking sheet with plenty of nonstick spray.

Step 3

In a 3 quart saucepan, combine brown sugar, butter, salt, and corn syrup. Bring to a boil over high heat, stirring frequently.

Step 4

When the mixture is at a rolling boil, set a timer for 1 minute.

Step 5

Remove from heat. Stir in 1/2 teaspoon baking soda. It's going to bubble and foam up, be ready!

Step 6

Add the vanilla and stir.

Step 7

Immediately pour the caramel over the popcorn in the bag. It's nice if you have someone around to help you hold the bag open, but I managed it on my own. Stir the caramel in with the popcorn a little bit.

Step 8

Fold the bag down several times. Place the bag in the microwave and microwave for 1 minute on high heat.

Step 9

Take it out and shake the heck out of it! Keep the top folded obviously.

Step 10

Put it back in (top folded) and microwave for 1 more minute.

Step 11

Shake it like a polaroid.

Step 12

Pour the popcorn out onto the prepared baking sheet, breaking up any chunks.

Step 13

Let cool for a couple minutes, then stuff your face!