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Preheat oven to 200℉
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Over medium heat, combine the butter, corn syrup, and brown sugar for 10 minutes. Bring the mixture to a boil while stirring regularly.
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Remove the pan from the heat
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Add in the vanilla extract and baking soda (and watch the caramel become puffy!)
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Pour puff corn into a large baking dish
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Pour the caramel mixture over the puff corn kernels
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Gently stir and coat the popcorn kernels with caramel (be careful, the caramel is hot!)
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Bake for 1 hour, stirring every 15 minutes
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Prepare a flat surface with wax paper or parchment paper
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Pour the caramel puff corn onto the wax paper and separate the caramel corn pieces. Because the popcorn is cooking at such a low heat, you should be able to do this by hand, but be aware of the temperature and use utensils if necessary
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Allow the separated caramel popcorn to cool for 30+ minutes, then enjoy!
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Store the caramel puff corn in an airtight container