Caramel Corn

1 cup butter
2 cups brown sugar
1/2 cup corn syrup
1 teaspoon salt
1/2 teaspoon baking soda
1 teaspoon vanilla extract

5 quarts popped popcorn

Preheat oven to 250. Place popcorn in a very large bowl.

In a medium saucepan over medium heat, melt butter. Stir in brown sugar, corn syrup and salt. Bring to a boil, stirring constantly. Boil without stirring 4  - 5 minutes (caramel should be 285 degrees). Remove from heat and stir in soda and vanilla. Pour in a thin stream over popcorn, stirring to coat.

Place in two large shallow baking dishes and bake in preheated oven, stirring every 15 minutes, for 1 hour. Remove from oven and let cool completely before breaking into pieces.