Caramel Popcorn

Divide popcorn between two large roasting pans lightly sprayed with a nonstick spray. Set aside.

In a large sauce pot, combine brown sugar, corn syrup and butter. Cook over medium heat, stirring often, until the mixture comes to a boil. Boil for 5 minutes over low heat. Remove from heat. Add baking soda and vanilla. The baking soda will cause the mixture to foam up slightly.

Pour caramel mixture over divided popcorn. Stir carefully to distribute over popcorn. Place in a 200° oven for 1 hour. Gently stir mixture every 15 minutes.