5 T. butter
2 1/2 cups packed brown sugar
1/2 tsp. vanilla
1 cup Light Corn Syrup
1 can Eagle Brand condensed milk
8 quarts popped popcorn (approx 5 bags microwave popcorn)
1. Prepare your popcorn. I go through and pick out the kernels.
2. In medium saucepan combine syrup, brown sugar, and butter. Bring to a boil, stirring constantly. Simmer a full ten minutes stirring constantly. Remove from heat and stir in vanilla and condensed milk.
3. Pour over prepared popcorn.
Some tips: Because this makes a lot, I usually have a big bowl with half the popcorn that I pour half the caramel over. Then I mix it together. Then I add the other popcorn and caramel and mix them all together. Also, if you wait a couple of minutes for the caramel to cool a bit it wont burn your hands.