1/3 cup un-popped popcorn
1 Tbsp oil
1/2 cup butter
1/2 cup light brown sugar
1 tsp vanilla
1/4 tsp baking soda
Pop popcorn in oil. Remove all of the un-popped kernels.
Melt butter in a medium saucepan over medium heat. Add sugar and stir until thoroughly mixed. Stirring continuously, bring the butter and sugar mixture up to a boil on medium heat. When it reaches a boil allow it to cook for 3 minutes without stirring on medium heat. Add vanilla at the 2.5 minute mark and mix.
At the 3 minute mark add the baking soda.
Drizzle the caramel mixture over the popcorn. Use a spoon to gently fold the popcorn with the mixture until the kernels are all covered. Pour the popcorn out onto a cookie sheet covered with aluminum foil. Allow the caramel corn to cool prior to serving.