Step 1

Make popcorn.

Step 2

Salt popcorn and set aside.

Step 3

Melt 1 cup of butter in a medium saucepan over medium heat.

Step 4

Add 1 cup of brown sugar and stir until thoroughly mixed.

Step 5

Stirring continuously, bring the butter and sugar mixture up to a boil on medium heat.

Step 6

When it reaches a boil allow it to cook for 5 minutes without stirring on medium heat.

Step 7

Add the 2 tsp. of vanilla at the 4 minute mark and stir to mix.

Step 8

Continue to boil for one addition minute and then add the 1/2 teaspoon of baking soda.

Step 9

Drizzle the caramel mixture over the popcorn. Use a spoon to gently fold the popcorn with the mixture until the kernels are all covered.

Step 10

Pour the popcorn out onto a cookie sheet covered with aluminum foil or a silpat liner.

Step 11

Let the popcorn cool.

Step 12

Serve.