Instructions: 1. Place popcorn in a large shallow roasting pan or two 9 . 13" baking pans and set aside.

2. In a large saucepan, (heavy) approximately 4 quarts, melt butter, over low heat.

3. Stir in brown sugar, salt and corn syrup.

4. Bring to a boil, stirring constantly.

5. Insert candy thermometer and boil without stirring until thermometer reaches 285 degrees or syrup reaches to soft crack stage.

6. Immediately remove from the heat, stir in soda and vanilla.

7. The baking soda will cause the mixture to foam and become frothy.

8. Pour syrup over popped corn, using two wooden spoons.

9. Mix well.

10. Bake 15 minutes at 250 degrees. Stir well, bake 15 minutes.

11. Turn out onto waxed paper and cool completely.

12. Break apart, store in airtight containers.

Popcorn may be stored in airtight containers for 3 months.

Yield 12 cups.

NOTES : This is crunchy, nutty, caramelized popcorn that is out of this world for your holiday coffee table.

If you would like to email yourself the recipe for later use, or share the recipe with your friends or family, enter the email addresses below and this recipe will be emailed to you and others as well.