5 quarts of plain popped corn
2 cups light brown sugar
1/2 tsp. baking soda
1/2 tsp. vanilla extract
1 cup shelled peanuts
1 cup butter
1/2 cup dark corn syrup
1/2 tsp. salt

Spray the inside of a large ovenproof bowl or pan with oil or non-stick cooking spray. Pour in popcorn and nuts. Melt butter, sugar, and syrup. Boil for 5 minutes. Remove from heat and add baking soda, salt and vanilla. Drizzle over popcorn and mix evenly until coated. Bake at 250 degrees for 1 hour, stirring every 15 minutes. Cool. Run fingers through to separate. Store in an airtight container. Note: Do not substitute margarine or "spreads" for the butter. The water in them will cause problems with the caramel mixture.

Microwave Caramel Corn

3 quarts popped popcorn (air popped works great)
1 cup brown sugar (light)
1 stick margarine
1/4 cup dark Karo syrup
1/2 teaspoon baking soda
1 teaspoon vanilla

Spray a large brown paper sack with PAM, pour in popped corn, and set aside.

In a microwave safe bowl, cook sugar, margarine, and syrup on HIGH for 3 minutes. Stop and stir. Cook for 3 more minutes on HIGH. Remove and stir in baking soda and vanilla.
Pour mixture over popped corn in bag. Shake. Cook for 90 seconds on HIGH. Stop and shake bag. Cook for 30 seconds more, stop, shake, and turn bag. Cook for 30 seconds more, stop, shake, and turn bag. Cook for 30 seconds more, stop, and carefully pour caramel onto cookie sheet to cool. This is the best!