Pop 2 batches of popcorn in an air popper (1/2 cup unpopped popcorn each batch) according to manufacturer’s instructions. Remove any unpopped kernels (your teeth will thank you) and put the popcorn into a large bowl. Set aside.

Bring butter, brown sugar and corn syrup to a boil in a heavy pot over medium to medium high heat, stirring constantly. Slowly stir in 1 can of sweetened condensed milk. Continue stirring until mixture returns to a full boil. As soon as caramel returns to a boil, start timer for 5 minutes and continue stirring until the timer goes off. Remove from heat. Pour the caramel mixture over the popped corn and stir until well combined. Allow to cool before serving.

Tip: If you are bagging popcorn in cellophane bags, spread warm popcorn out onto a sheet of foil that you’ve sprayed with non-stick cooking spray and allow it to cool thoroughly before bagging.