Start by popping your popcorn. You want to make sure you have about 10 cups of popped corn to work with.

Preheat your oven to 250°F (120°C).

Line a large baking sheet with parchment paper.

In a medium saucepan over medium heat, melt the butter.

Once the butter is melted, stir in the brown sugar and corn syrup. Bring the mixture to a gentle boil, stirring constantly.

Allow the caramel to boil for 4-5 minutes without stirring.

Remove from heat and quickly stir in the baking soda and vanilla extract.

Pour the caramel over the popped popcorn in your large mixing bowl. Stir gently to coat all the popcorn evenly.

Spread the caramel-coated popcorn onto the prepared baking sheet. Bake for 30 minutes, stirring every 10 minutes.

Remove from the oven and let it cool completely before breaking into pieces.